TIAA-CREF Life Insurance S1/A IPO registration (amended)

Registration No. 333-187638

As filed with the Securities and Exchange Commission on April 24, 2013

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment

TIAA-CREF Life Insurance Company

(Exact name of registrant as specified in its charter)

New York

6311

13-3917848

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

TIAA-CREF Life Insurance Company

730 Third Avenue

New York, NY 10017-3206

(212) 490-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ken Reitz, Esq.

TIAA-CREF Life Insurance Company

8500 Andrew Carnegie Boulevard, SSC-C2-08

Charlotte, NC 28262-8500

(704) 988-4455

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

Pursuant to Rule 429 under the Securities Act of 1933, this prospectus contained herein also relates to Registration Statement No. 333-187638.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [X]

Non-accelerated filer [ ]

Smaller reporting company [ ]

(Do not check if a smaller

reporting company)

No new securities are being registered pursuant to this registration statement on Form S-1. All amounts of unsold securities under the prospectus contained in the prior registration statement on Form S-1 (File No. 333-149714, initially filed on July 23, 2008 by TIAA-CREF Life Insurance Company) (a total of $130,030,757 of securities) are carried forward to this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

May 1, 2013 TIAA-CREF INVESTMENT HORIZON ANNUITY

Individual Flexible Premium Modified Guaranteed Annuity Contract

Issued by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”) and offered through TIAA-CREF Individual & Institutional Services, LLC (“Services”).

This prospectus describes information you should know before investing in the TIAA-CREF Investment Horizon Annuity, an individual flexible premium modified guaranteed annuity contract (the “Contract”) issued by TIAA-CREF Life. Before you invest, please read this prospectus carefully and keep it for future reference. Some of the terms and phrases that we use in this prospectus have a particular meaning, and, in the “Definitions” section of this prospectus, we define them so you will know how we are using those terms and phrases.

The Contract is designed for individual investors who desire to accumulate funds on a tax-deferred (or potentially tax-free if purchased as a Roth IRA) basis for retirement or other long-term investment purposes and to receive future payment of those funds as lifetime income or through other payment options. Whether the Contract is available to you is subject to approval by regulatory authorities in your state. You may purchase the Contract as a Non-Qualified Contract or as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA. If you purchase the Contract as a traditional IRA, Roth IRA, or SIMPLE IRA, or SEP IRA, then the Premium amount must meet the requirements of the Internal Revenue Code (“IRC”).

To purchase a Contract, you must allocate your initial Premium among: (i) one or more Fixed Term Deposit options (each an “FTD”), each of which will grow at a specified guaranteed rate of interest for the stated period; and/or, when available, (ii) if you are over age 59¹/₂, one or more Flexible Lifetime Income Options (each a “FLIO”), each of which will allow you to receive lifetime payments, while providing you access to your FLIO Account Balance as needed. (FLIO Payments may terminate before your death if you have made withdrawals from the FLIO Account Balance and die before the FLIO Income Security Date.)FLIO options are not available as of the effective date of this prospectus. Please contact us regarding their availability. The minimum allocation to an FTD is $5,000 and the minimum allocation to a FLIO is $25,000. We reserve the right to increase the minimum allocation to an FTD in the future. We currently offer ten FTDs, ranging from one year to ten years in duration.We will make the determination as to the interest rates we will declare for each FTD and FLIO. We cannot predict nor do we guarantee what future interest rates we will declare, but your Contract will have minimum guaranteed interest rates that we will determine when we issue the Contract to you. The minimum guaranteed interest rates may be different for FTDs and FLIOs.

Purchasing this Contract involves certain risks. If you surrender your Contract more than 30 days before the end of an FTD’s term, make a withdrawal more than 30 days before the end of an FTD’s term, apply your Contract Accumulation to an Income Option more than one year before the end of an FTD’s term or make a FLIO Account Withdrawal, we generally will apply a Market Value Adjustment (“MVA”) to the amount being surrendered, withdrawn, or applied to an Income Option. The MVA may be either positive or negative. Accordingly, the amount that you receive could either increase or decrease and you could lose a substantial portion of the Premium(s) you originally invested. You should carefully consider your income needs before purchasing a Contract. State laws and regulations may differ as to when we apply the MVA. If you were a New York resident at the time you purchased your Contract, we will not assess an MVA if you apply your Contract Accumulation to an Income Option, even if you do so more than one year before the end of an FTD’s term.

In addition, if you make a FLIO Account Withdrawal, we will deduct a surrender charge.

Also, when you surrender your Contract or take withdrawals from an FTD or FLIO, federal income tax is based on the entire gain in your Contract, not just the gain for that FTD or FLIO. Withdrawals before age 59 ¹/₂ may also incur a 10% IRS tax penalty on earnings.You should carefully discuss your personal tax situation with your qualified tax advisers before you purchase a Contract.

Additional information about these risks appears on pages and under “The Contract”—“Charges,” pages through under “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment,” on pages and under “Flexible Lifetime Income Option (“FLIO”)”—“Market Value Adjustment,” and on pages through under “Federal Income Taxes.”

We offer the Contract through Services, which is the principal underwriter. Services is not required to sell any specific number or dollar amount of Contracts. There are no arrangements to place funds in an escrow, trust, or similar account. This will be a continuous offering.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

An investment in the Contract is not a deposit or obligation of, or guaranteed by, any bank or financial institution, and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. It is subject to investment risk, including the possible loss of investment principal.

LOGO

TABLE OF CONTENTS


DEFINITIONS			1

SUMMARY			3

What is the TIAA-CREF Investment Horizon Annuity?			3

What fees and expenses might be deducted from my contract?			3

When does a Market Value Adjustment apply?			4

How do I purchase a Contract?			4

Can I cancel my Contract?			4

Can I make cash withdrawals from the Contract?			4

What are my options at the end of an FTD’S term?			5

What are my options for receiving fixed annuity payments under the Contract?			5

Summary of Contract Allocation Options			6

What death benefits are available under the Contract?			6

TIAA-CREF Life Insurance Company and TIAA			6

THE CONTRACT			7

Important Information about procedures for opening a new account			7

The General Account			7

Purchasing a Contract and remitting premiums			8

Short-Term Holding Account (“STHA”)			9

Fixed Term Deposit (“FTD”)			10

Fixed Terms			10

Crediting Interest			10

Maturity of a Fixed Term Deposit			10

Cash Withdrawals			11

Systematic Interest Withdrawals			12

Market Value Adjustment			12


		i		TIAA-CREF Investment Horizon Annuity Prospectus



Flexible Lifetime Income Options (“FLIO”)			16

General			16

FLIO Income Options			17

FLIO Payments			17

Crediting Interest			17

FLIO Account Withdrawals			18

FLIO Death Benefit			19

Market Value Adjustment			19

CHARGES			21

RECEIVING ANNUITY PAYMENTS			23

When Annuity Payments begin			23

Annuity Payments			23

Income Options			24

DEATH BENEFITS			25

Availability and choosing beneficiaries			25

Special option for spouses			25

Amount of Death Benefit			25

Methods of payment of Death Benefits			25

FEDERAL INCOME TAXES			26

Taxation of Annuities			26

Individual Retirement Annuities and Accounts			28

Withholding			29

Possible Charge for TIAA-CREF Life’s Taxes			29

Other tax issues			30

Tax Advice			31


TIAA-CREF Investment Horizon Annuity Prospectus		ii



TIAA-CREF LIFE INSURANCE COMPANY			31

Business Overview			31

Individual Annuities			31

Life Insurance			32

Funding Agreements			32

Separate Account Guaranteed Interest Contracts			33

Additional Business Considerations			33

Investments			33

Policy Liabilities and Accruals			33

Federal Income Tax Consequences			34

Employees			34

Properties			34

Summary Information and Risk Factors			34

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters			41

GENERAL MATTERS			41

Telephone and Internet			41

Contacting TIAA-CREF Life			41

Electronic Prospectuses			41

Delays in payments			41

Householding			41

Signature Requirements			42

Errors or Omissions			42

Loans			42

Other administrative matters			42

Assignment of Contracts			42


		iii		TIAA-CREF Investment Horizon Annuity Prospectus



Payment to an Estate, Guardian, Trustee, etc.			42

Benefits based on incorrect information			42

Proof of Survival			42

Protection against claims of creditors			43

Procedures for elections and change			43

Reports			43

Reliance on Exemption from 1934 Act Reporting			43

Other Information			43

DISTRIBUTION OF THE CONTRACTS			43

LEGAL PROCEEDINGS			44

EXPERTS			44

LEGAL MATTERS			44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			44

FORWARD-LOOKING STATEMENTS			44

OUR BUSINESS			45

Overview			45

Financial Highlights			45

Our Segments			46

KNOWN TRENDS AND UNCERTAINTIES			48

CRITICAL ACCOUNTING POLICIES			49

Basis of Presentation			49

Accounting for Investments			49

Other Critical Accounting Policies			51

RESULTS OF OPERATIONS			53

Year ended December 31, 2011 compared to year ended December 31, 2010			53

Year ended December 31, 2010 compared to year ended December 31, 2009			55


TIAA-CREF Investment Horizon Annuity Prospectus		iv



FINANCIAL CONDITION			57

Admitted Assets			58

Liabilities, Capital, and Surplus			60

LIQUIDITY AND CAPITAL RESOURCES			61

Impact of Inflation			62

Contractual Obligations			62

Recently Issued Accounting Standards			63

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK			63

EXECUTIVE OFFICERS AND DIRECTORS			64

EXECUTIVE COMPENSATION			67

TRANSACTIONS WITH RELATED PERSONS			76

TIAA-CREF LIFE INSURANCE COMPANY’S STATUTORY-BASIS FINANCIAL STATEMENTS			80

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA’S STATUTORY-BASIS FINANCIAL STATEMENTS			122

This prospectus outlines the terms of the TIAA-CREF Investment Horizon Annuity issued by TIAA-CREF Life. It does not constitute an offering in any jurisdiction where such an offering cannot lawfully be made. No dealer, salesman, or anyone else is authorized to give any information or to make any representation about this offering other than what is contained in this prospectus. If anyone does so, you should not rely on it.


		v		TIAA-CREF Investment Horizon Annuity Prospectus

DEFINITIONS

Throughout the prospectus, “TIAA-CREF Life,” “we,” and “our” refer to TIAA-CREF Life Insurance Company. “You” and “your” mean any Contractowner or any prospective Contractowner. The terms and phrases below are defined so you will know precisely how we are using them. To understand some definitions, you may have to refer to other terms that we have defined.

Administrative Office. The office you must contact to exercise any of your rights under the Contract. Unless otherwise specified in this prospectus, you should send your completed application and your initial Premium to: TIAA-CREF Life Insurance Company, P.O. Box 724508, Atlanta, GA, 31139; Telephone: 877-694-0305; you should send all subsequent Premiums and any other requests to: TIAA-CREF Investment Horizon Annuity, P.O. Box 933898, Atlanta, GA 31193-3898.

Annuitant. The natural person whose life is used in determining the annuity payments to be received. If the Contract is issued as a Non-Qualified Contract, then the Annuitant may be the Contractowner or another person. If the Contract is issued as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA, then the Contractowner must be the Annuitant.

Annuity Starting Date. The date on which you begin to receive income benefits under an Income Option.

Beneficiary. Any person or institution named to receive benefits if you die when you have Contract Accumulation and/or a FLIO Account Balance remaining or while any annuity income or death benefit payments remain due. You do not have to name the same Beneficiary for both of these two situations.

Business Day. Any day that the New York Stock Exchange is open for trading. A Business Day ends at 4:00 pm Eastern Time, or an earlier time if we so notify you or when trading closes on the New York Stock Exchange, if earlier.

Calendar Day. Any day of the year. Non-Business Day Calendar Days end at 4:00 pm Eastern Time, or an earlier time if we so notify you.

Contract. The individual flexible premium modified guaranteed annuity contract described in this prospectus.

Contract Accumulation. The sum of your Fixed Term Deposit accumulations, plus the sum of your Short Term Holding Account accumulations. The FLIO Account Balances are not included in Contract Accumulation.

Contractowner. The person (or persons) who control all the rights and benefits under a Contract. If there are two Contractowners, one must be designated as the primary Contractowner on the completed application, and the joint Contractowner must be the spouse of the primary Contractowner. If you purchase the Contract as a traditional IRA, Roth IRA, or SIMPLE IRA, or SEP IRA, the Contract is not permitted to have joint Contractowners.

Fixed Term Deposit (“FTD”). One of the options available for allocation of your Premium(s) or Contract Accumulation under the Contract. Each FTD option varies in length (from one year to ten years) and guarantees a specified rate of interest for the specified term.

Flexible Lifetime Income Option (“FLIO”). An option available for allocation of Premiums or Contract Accumulation. Each FLIO allows you to receive fixed, systematic, lifetime payments and continue to have access to any remaining FLIO Account Balance. FLIO lifetime payments may end before your death if you have made withdrawals from the FLIO Account Balance and die before the FLIO Income Security Date.

FLIO Account Balance. Amounts allocated to a FLIO account; plus interest credited at the Total FLIO Account Balance Interest Rate; less any FLIO Payments from that FLIO account; less the value of any FLIO Account Withdrawals from that FLIO account. The FLIO Account Balance will never be less than zero.

FLIO Account Withdrawals. Withdrawals made from the FLIO Account Balance that are not FLIO Payments. FLIO Account Withdrawals are subject to a surrender charge and an MVA.

FLIO Annuitant. The natural person whose life is used in determining the FLIO benefit to be paid. The FLIO Annuitant must be over age 59¹/₂. The FLIO Annuitant must be the primary Contractowner, if the primary Contractowner is a natural person. If the primary Contractowner is a trust, then the trust must name the FLIO Annuitant. For Non-Qualified Contracts, the FLIO Annuitant and the Annuitant are not required to be the same person.


		1		TIAA-CREF Investment Horizon Annuity Prospectus

FLIO Income Security Date. Each FLIO account will be assigned a FLIO Income Security Date at the time the FLIO account is established. This is the date that FLIO Payments will resume if FLIO Payments previously terminated because the FLIO Account Balance was reduced to zero due to withdrawal activity.

FLIO Payments. Lifetime payments that you receive under a FLIO. FLIO Payments may terminate before your death if you make withdrawals from the FLIO Account Balance and die before the FLIO Income Security Date.

FLIO Second Annuitant. The natural person whose life is used together with the life of the FLIO Annuitant in determining the FLIO benefit under a FLIO two-life annuity. The FLIO Second Annuitant must be your spouse and must be over age 59¹/₂. If the FLIO Annuitant dies, the FLIO Second Annuitant will: (i) continue to receive FLIO Payments for as long as he or she is alive; (ii) have the right to change the beneficiary(ies) designated to receive the FLIO death benefit; and (iii) be able to make FLIO Account Withdrawals. If you have multiple FLIOs, you must choose the same FLIO Second Annuitant for all FLIOs.

FTD Value. The portion of the Contract Accumulation allocated to an FTD.

General Account. All of our assets and liabilities other than those allocated to any segregated TIAA-CREF Life Separate Account. The Short Term Holding Account and Contract Accumulations in FTDs or FLIOs are part of our General Account.

Income Option. Any of the ways you can receive annuity income, including as FLIO Payments.

IRA. A retirement arrangement meeting the requirements of Section 408 of the IRC.

IRC. The Internal Revenue Code of 1986, as amended.

IRS. The Internal Revenue Service.

Market Value Adjustment (“MVA”). An adjustment that either increases or decreases the amount we will pay you if you surrender your Contract more than 30 days before the end of an FTD’s term, make a withdrawal more than 30 days before the end of an FTD’s term, apply the Contract Accumulation to an Income Option more than one year before the end of the FTD’s term, or make a FLIO Account Withdrawal, subject to certain exceptions.

Non-Qualified Contract. A Contract issued in connection with a retirement arrangement other than a Qualified Contract.

Premium. Any amount you invest (i.e., pay) into the Contract. If you purchase the Contract as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA, then the Premium must comply with the IRC.

Qualified Contract. A Contract issued as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA. This Contract is not available to any other type of tax-qualified retirement plan.

Roth IRA. A retirement arrangement meeting the requirements of Section 408A of the IRC.

Second Annuitant. The natural person whose life is used together with the life of the Annuitant in determining the annuity payments to be received under an Income Option under a two-life annuity option. Under a two-life annuity option, the primary Annuitant’s life and the life of the Second Annuitant are used in determining the annuity payments. Under a two-life annuity option, the Second Annuitant will receive annuity payments if the primary Annuitant dies. If you purchase the Contract as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA, the Second Annuitant must be your spouse.

SEP IRA. An IRA offered through a simplified employee pension plan meeting the requirements of Section 408(k) of the IRC.

SIMPLE IRA. An IRA offered through a savings incentive match plan for employees meeting the requirements of Section 408(p) of the IRC.

Short Term Holding Account. An account that is part of our General Account and that will contain all Contract Accumulation of your Contract that has not been allocated to an available FTD or FLIO.

Survivor Income Option. An option that continues lifetime annuity payments as long as either the Annuitant or the Second Annuitant is alive.

TC Life. TIAA-CREF Life Insurance Company. TC Life is a wholly-owned subsidiary of TIAA.

TIAA. Teachers Insurance and Annuity Association of America.

Total FLIO Account Balance Interest Rate: The interest rate that is credited to the amounts in a FLIO account.


TIAA-CREF Investment Horizon Annuity Prospectus		2

SUMMARY

You should read this summary together with the detailed information you will find in the rest of the prospectus.

WHAT IS THE TIAA-CREF INVESTMENT HORIZON ANNUITY?

The TIAA-CREF Investment Horizon Annuity is an individual flexible premium modified guaranteed annuity contract that allows you to accumulate funds on a tax-deferred (or potentially tax-free, if purchased as a Roth IRA) basis for retirement or other long-term investment purposes and to receive future payment of those funds as lifetime income or through other payment options. You generally are not taxed on any earnings or appreciation on the assets in the Contract until money is taken out of the Contract.

Currently, Premiums can be allocated to any of ten FTDs or, when available, any FLIO which can be chosen by you. Each FTD and FLIO guarantees a specified rate of interest. Once you elect a FLIO, FLIO Payments begin immediately.FLIO options are not available as of the effective date of this prospectus. Please contact us regarding their availability.

The Contract is available to you provided that it has been approved by the insurance department of your state of residence.

WHAT FEES AND EXPENSES MAY BE DEDUCTED FROM MY CONTRACT?

There are certain fees and expenses that may be deducted from your Contract.

•

Premium taxes—For Non-Qualified Contracts, we may deduct premium taxes from your Contract Accumulation when it is applied to an Income Option or, or from Premiums or Contract Accumulation when allocated to an FTD or FLIO account. State premium taxes currently range from 1.0% to 3.5% of Premium payments and are determined by state insurance laws. Under current laws, premium taxes are not deducted for Contracts purchased as traditional IRAs, Roth IRAs, SIMPLE IRAs, or SEP IRAs.

•

Annual maintenance fee—When you have Contract Accumulation remaining in the Contract, we will deduct an annual maintenance fee of $25 from your Contract Accumulation (if your Contract Accumulation is less than $25,000) on each anniversary and upon surrender of your Contract. This fee is not deducted for Contracts purchased as traditional IRAs, Roth IRAs, SIMPLE IRAs or SEP IRAs. This charge does not apply if only FLIOs are elected. If both FLIOs and FTDs are elected, then the FLIO Account Balance does not count toward the $25,000 minimum Contract Accumulation requirement for the fee waiver.

•

Charge when systematic interest withdrawals are paid by check—We may impose a fee of up to $5 per payment for systematic interest withdrawals paid by check.

•

Surrender charge—We will assess a surrender charge on any FLIO Account Withdrawal. The surrender charge will be equal to six months of simple interest on the amount withdrawn at the Total FLIO Account Balance Interest Rate (even if the FLIO has not been in force for six months), or a lesser amount, if required by state insurance law. We will not assess a surrender charge upon cancellation of your Contract during the “free look” period or on FLIO Payments. In addition, a surrender charge does not apply to surrenders or withdrawals from FTDs or the Short-Term Holding Account, to Contract Accumulation applied to an Income Option, or to death benefit payments. Contracts issued to Connecticut residents use the term “Disintermediation Risk Charge” as opposed to “Surrender Charge.” We typically calculate the surrender charge and MVA independently of one another, each calculated based on your FLIO Account Balance that you are withdrawing before any of the other adjustments.

•

Market value adjustment—we will generally apply an MVA on: any surrender taken from an FTD more than 30 days before the end of its term; any withdrawal taken from an FTD more than 30 days before the end of its term; Contract Accumulation applied to an Income Option more than one year prior to the maturity of the FTD’s term, and FLIO Account Withdrawals. We will not apply an MVA


		3		TIAA-CREF Investment Horizon Annuity Prospectus

upon cancellation of the Contract during the “free look” period, on systematic interest withdrawals, on FLIO Payments, upon surrender or withdrawal from an FTD within the last 30 days of an FTD’s term, upon application of the Contract Accumulation to an Income Option during the last year of an FTD’s term, or upon payment of the death benefit. We also will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC minimum distribution requirement. An MVA may be positive or negative, which means an MVA may increase or decrease the amount you receive as a surrender, withdrawal, or annuity payment.

For more details, see “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment” and “Flexible Lifetime Income Option (“FLIO”)”—“Market Value Adjustment.”

WHEN DOES A MARKET VALUE ADJUSTMENT APPLY?

We will generally apply an MVA on: any surrender taken from an FTD more than 30 days before the end of its term; any withdrawal taken from an FTD more than 30 days before the end of its term; Contract Accumulation applied to an Income Option more than one year prior to the maturity of the FTD’s term, and FLIO Account Withdrawals. We will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC minimum distribution requirement. An MVA may be positive or negative, which means an MVA may increase or decrease the amount you receive as a surrender, withdrawal, or annuity payment. Accordingly, you could lose a substantial portion of the Premium(s) you originally invested. You should carefully consider your income needs before purchasing a Contract. There are certain circumstances where we will not apply an MVA. State laws and regulations may differ as to when we apply the MVA. If you were a New York resident at the time you purchased your Contract, we will not assess an MVA if you apply your Contract Accumulation to an Income Option, even if you do so more than one year before the end of an FTD’s term. See “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment” and “Flexible Lifetime Income Option (“FLIO”)”—“Market Value Adjustment.”

HOW DO I PURCHASE A CONTRACT?

To purchase a Contract, you must complete an application and make an initial Premium of at least $5,000 for FTDs and $25,000 for FLIOs. We reserve the right to lower the premium amount to $100. Additional Premiums must be at least $5,000 for FTDs and will be allocated to a new FTD. Additional Premiums of $25,000 or more may be added to a new FTD or to a new FLIO. For details, see “The Contract”—“Purchasing a Contract and Remitting Premiums.”

CAN I CANCEL MY CONTRACT?

You can examine the Contract and return it to us for a full refund of all Premiums paid to the FTDs and FLIOs (less FLIO Payments) until the end of the “free look” period specified in your Contract (which is a minimum of 30 days, but varies by state). We will consider the Contract returned on the date it is postmarked and properly addressed with postage pre-paid or, if it is not postmarked, on the day we receive it at our Administrative Office. We will send you the refund after we get written notice of cancellation and the returned Contract. We will not deduct a surrender charge or apply an MVA if you cancel the Contract during the “free look” period. For details, see “The Contract”—“Purchasing a Contract and Remitting Premiums.”

CAN I MAKE CASH WITHDRAWALS FROM THE CONTRACT?

You may surrender your Contract or take cash withdrawals from an FTD at any time that you have Contract Accumulation remaining. All cash withdrawals must be for at least $1,000 from an FTD, unless the withdrawal would reduce the FTD Value below $5,000, in which case you must withdraw the entire FTD Value.We may limit cash withdrawals from your Contract to one per calendar quarter.If you invest in an FTD, a systematic interest withdrawal program is also available at Contract application. For details, see “The Contract”—“Cash Withdrawals.” Surrenders and withdrawals made more than 30 days before the end of an


TIAA-CREF Investment Horizon Annuity Prospectus		4

FTD’s term will be subject to an MVA, except that we will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC minimum distribution requirement. See “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment.”

You may make a FLIO Account Withdrawal at any time before the FLIO Income Security Date while there is a remaining FLIO Account Balance. The amount of the FLIO Account Withdrawal requested can be your entire FLIO Account Balance or any partial amount of at least $1,000. The FLIO Account Balance will be reduced by the amount of any FLIO Account Withdrawal. Any remaining FLIO Payments payable before the FLIO Income Security Date will be reduced by the same percentage as the decrease in the FLIO Account Balance. If you withdraw the entire FLIO Account Balance, FLIO Payments will end until the FLIO Income Security Date. Thus, FLIO Payments may terminate before your death if you have made withdrawals from the FLIO Account Balance and die before the FLIO Income Security Date.Accordingly, you should carefully consider your future income needs before making a FLIO Account Withdrawal. Any FLIO Payments payable after the FLIO Income Security Date will not be affected by FLIO Account Withdrawals. FLIO Account Withdrawals are subject to a surrender charge and an MVA. See “Flexible Lifetime Income Option (“FLIO”)”—“Market Value Adjustment” and “The Contract”—“Charges”—“Surrender Charge.” There is uncertainty as to whether a FLIO Account Withdrawal could have an adverse impact on the tax treatment of further and possibly previous FLIO Payments.

Cash withdrawals may be taxed. You may have to pay an IRS tax penalty on earnings if you take a cash withdrawal before age 59¹/₂.

WHAT ARE MY OPTIONS AT THE END OF AN FTD’S TERM?

When an FTD nears maturity at the end of the specified term, you have several options. You may receive all or part of your ending FTD Value without a surrender charge or MVA; you may apply all or part of your ending FTD Value to one or more new FTDs that are available to you at that time; you may apply all or part of your ending FTD Value to one or more FLIOs that are available to you at that time; or you may do nothing and allow a new FTD to automatically begin. See “Fixed Term Deposit (FTD)”—“Maturity of a Fixed Term Deposit.”

WHAT ARE MY OPTIONS FOR FLIO PAYMENTS?

If you elect a FLIO, then the only ways to receive FLIO Payments are through theFLIO One-Life Annuity and theFLIO Two-Life Annuity. For details, see “Flexible Lifetime Income Options.”

WHAT ARE MY OPTIONS FOR RECEIVING ANNUITY PAYMENTS UNDER THE CONTRACT?

Guaranteed fixed annuity payments are available under the Contract and are payable from our General Account. The Contract offers a variety of Income Options, including:One-Life Annuities, which pay income as long as the Annuitant lives or until the end of a specified guaranteed period, whichever is longer;Fixed-Period Annuities, which pay income for a period of between two and 30 years for a non-qualified Contract and between five and 30 years for a tax-qualified Contract; andTwo-Life Annuities, which pay income as long as the Annuitant lives (or both Annuitants are alive), then continues at either the same or a reduced level for the life of the surviving Annuitant or until the end of a specified guaranteed period, whichever is greater. The Fixed-Period Annuities Income Option is not available if you were a New York resident at the time you purchased your Contract. For details, see “The Contract”—“Receiving Annuity Payments.”


		5		TIAA-CREF Investment Horizon Annuity Prospectus

SUMMARY OF CONTRACT ALLOCATION OPTIONS


	PURPOSE	BENEFIT	DRAWBACKS
Short-Term Holding Account (STHA)	Temporary guaranteed interest account until value is reallocated to a FTD or FLIO. This is a default account when contract value cannot be allocated to a FTD; you cannot allocate to this account.	– Up to 45 day flexibility to reallocate assets in this account as you like to any FTD or to a FLIO, or withdraw value without a Contract charge. – After 45 days, we automatically reallocate to the shortest available FTD.	– You cannot leave value in the STHA longer than 45 days. – If we reallocate automatically, you cannot reallocate again until the shortest FTD matures. – Generally, pays lower interest rate than FTDs or FLIOs.
FTD	Provide guaranteed interest rate for terms of 1-10 years, with longer terms usually providing the highest interest rate.	– Lock in a guaranteed rate for the FTD term. – Multiple FTD term options to diversify your interest credit risk.	– FTD account value is less liquid than STHA value. Early withdrawals are subject to a market value adjustment.
FLIO	Provide fixed, systematic lifetime FLIO Payments while continuing to have access to the remaining FLIO Account Balance.	– Lifetime FLIO Payments combined with limited liquidity of the remaining FLIO Account Balance. – FLIO Payments are taxed as annuity payments, not withdrawals.	– FLIO Account Withdrawals are subject to a surrender charge and market value adjustment and may reduce or eliminate lifetime payments until the FLIO Income Security Date. – FLIOs are not available as of the date of this prospectus. Please contact us regarding availability.
Income Options	Provide several other annuity income options.	– Locks in annuity income in the payout option you choose. – Payments are taxed as annuity payments.	– No liquidity. Payments must be made as scheduled.

WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE CONTRACT?

For FTDs, if any Contractowner or Annuitant dies when there is Contract Accumulation remaining, the death benefit will become available to the death benefit payees. The amount of the death benefit is the Contract Accumulation on the first death benefit payable date. For FLIOs, any FLIO Account Balance associated with a FLIO One-Life Annuity becomes payable as a death benefit upon the date we receive due proof of your death. Any FLIO Account Balance associated with a FLIO Two-Life Annuity becomes payable as a death benefit upon the date we receive due proof of your death and the death of the FLIO Second Annuitant. FLIO Payments will terminate thereafter.

TIAA-CREF LIFE INSURANCE COMPANY AND TIAA

On November 20, 1996, TIAA-CREF Life Insurance Company was incorporated as a stock life insurance Company under the laws of New York under the nameTIAA Insurance Company. On May 1, 1998, the company filed a restated charter with New York changing its name toTIAA-CREF Life Insurance Company. All of the stock of TIAA-CREF Life is owned by Teachers Insurance and Annuity Association of America. TIAA-CREF Life’s headquarters are located at 730 Third Avenue, New York, NY 10017-3206, (212) 490-9000.


TIAA-CREF Investment Horizon Annuity Prospectus		6

TIAA is a stock life insurance company organized under the laws of the State of New York. It was founded on March 4, 1918, by the Carnegie Foundation for the Advancement of Teaching. TIAA is the companion organization of the College Retirement Equities Fund (“CREF”), the first company in the United States to issue a variable annuity. CREF is a nonprofit membership corporation established in the State of New York in 1952. Together, TIAA and CREF, serving approximately 3.9 million people and 15,000 institutions, form the principal retirement system for the nation’s education and research communities and one of the largest retirement systems in the world, based on assets under management. Neither TIAA nor CREF stands behind TIAA-CREF Life’s guarantees.

THE CONTRACT

The Contract is an individual flexible premium (you can contribute varying amounts of at least $5,000) modified guaranteed annuity. The material rights, obligations, and benefits of the Contract are described in this prospectus. We offer the Contract in all 50 states and the District of Columbia except Illinois, Indiana, North Dakota, Oregon, and Washington. Contract terms and features may differ due to state laws and regulations. These differences may include, among other things, free look rights, application and calculation of the MVA availability of certain Income Options, and calculation of the surrender charge. You should review your Contract along with this prospectus to understand the product features and charges under your Contract.

You may purchase the Contract as a Non-Qualified Contract or as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the U.S. government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including us, to obtain, verify and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, residential address, date of birth, Social Security number, and other information that will allow us to identify you, such as your home telephone number. Until you provide us with the information that we need, we may not be able to issue a Contract to you or effect any transactions for you.

If we are unable to verify your identity, or that of another person authorized to act on your behalf, or if we believe that we have identified potentially criminal activity, we reserve the right to take such action as we deem appropriate, which may include canceling your Contract.

THE GENERAL ACCOUNT

All Contract value, including Contract value in the Short Term Holding Account, Fixed Term Deposits (“FTDs”) and Flexible Lifetime Income Options (“FLIOs”) is part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations. These assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the General Account’s assets. Amounts invested in the Contract do not share in the investment performance of our General Account. Our General Account bears the full investment risk for all Contract obligations. Amounts payable under the Contract are payable from our General Account and are subject to our financial strength and claims-paying ability.

The Contract provides minimum guaranteed interest rates. We anticipate also crediting and changing, from time to time and at our sole discretion, excess current interest rates to be credited under the FTDs and the Short Term Holding Account, and under Contract FLIOs. You assume the risk that interest credited under the Contract may not exceed minimum guaranteed amounts.


		7		TIAA-CREF Investment Horizon Annuity Prospectus

PURCHASING A CONTRACT AND REMITTING PREMIUMS

Minimum Initial Premiums. We will issue you a Contract as soon as we receive your completed application and your initial Premium at our Administrative Office in good order. (See “The Contract”—“Purchasing a Contract and Remitting Premiums”—“Good Order.”) Your initial Premium will be allocated to the FTD(s) and/or FLIO(s) you select within two Business Days of the Business Day on which it is received by us in good order. Initial Premiums must be for at least $5,000 per FTD and $25,000 per FLIO.

For your initial Premium, please send your check, payable to TIAA-CREF Life Insurance Company, along with your completed application to:

New Business Dept.

TIAA-CREF Life Insurance Company

P.O. Box 1291

Charlotte, NC 28201-9908

Note that we cannot accept money orders, traveler’s checks, or cash. In addition, we will not accept a third-party check where the relationship of the payor to the Contractowner cannot be identified from the face of the check.

Premiums under the IRC. If you purchase the Contract as a traditional IRA, Roth IRA, SIMPLE IRA, or SEP IRA, then the Premium amount must comply with the IRC. Please see “Federal Income Taxes.”

Right to Cancel. You can examine the Contract and return it to us for a full refund of all Premiums paid to the FTDs and FLIOs (less FLIO Payments, FLIO Account Withdrawals and systematic interest withdrawals) until the end of the “free look” period specified in your Contract (which is a minimum of 30 days, but varies by state). We will consider the Contract returned on the date it is postmarked and properly addressed with postage pre-paid or, if it is not postmarked, on the day we receive it at our Administrative Office. We will send you the refund after we get written notice of cancellation and the returned Contract. We will not deduct a surrender charge or apply an MVA if you cancel the Contract during the “free look” period. During the “free look” period, you may not make a withdrawal under your Contract.

Good Order. We cannot process your requests for transactions relating to the Contract until we have received them in good order at our Administrative Office. “Good order” means the actual receipt of the transaction request in writing, along with all information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes your completed application, the Contract number, the transaction amount (in dollars), the FTD and/or FLIO selected, the signatures of all Contractowners, exactly as registered on the Contract, if necessary, and any other information or supporting documentation that we may require. With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by us to effect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in good order, and we reserve the right to change or waive any good order requirements at any time.

Additional Premiums. Subsequent Premiums must be for at least $5,000 per FTD and will be allocated to a new FTD. Subsequent Premiums of $25,000 or more may be allocated to a new FTD or a new FLIO. We reserve the right to limit Premiums to no more than $500,000 a year. For additional Premiums, please send your check, payable to TIAA-CREF Life Insurance Company, including your Contract number and FTD or FLIO allocation choice, to:

TIAA-CREF Investment Horizon Annuity

P.O. Box 933898

Atlanta, GA 31193-3898

We will allocate each subsequent Premium to a new FTD, based on your instructions, as of the Business Day we receive it in good order. Currently, we will accept Premiums at any time both the Contractowner and the


TIAA-CREF Investment Horizon Annuity Prospectus		8

Annuitant is living and there is remaining Contract Accumulation and/or a FLIO Account Balance. We reserve the right to not accept additional Premiums under this Contract after you have been given three months’ notice.

You may not allocate subsequent Premiums to an existing FLIO, but you can open another FLIO with a subsequent Premium.

Electronic Payment. You may make initial or additional Premium payments by electronic payment. A federal wire transfer is usually received on a “same” day basis and an Automated Clearing House (“ACH”) transfer is usually received by the second day after transmission. Be aware that your bank may charge you a fee to wire funds, although ACH transfers are usually less expensive than a federal wire. This is what you need to do:

(1)

If you are sending in an initial Premium, send your completed application to us at our Administrative Office;

(2)

Instruct your bank to wire or transfer money to:

Wells Fargo

ABA Number 121000248

San Francisco, CA

Account of: TIAA-CREF Life Insurance Company

Account Number: 2000035305820

(3)

Specify on the wire or transfer:

•

Your name, address and Social Security Number(s) or Taxpayer Identification Number(s)

•

Indicate if the Premium is for a new application or for an existing Contract (provide Contract number and FTD or FLIO allocation choice, if existing)

Certain Restrictions. You may only open one Contract in any calendar year. Also, your Contract may not contain more that 120 FTDs or 120 FLIOs at any one time.

If mandated under applicable law, including federal laws designed to counter terrorism and prevent money laundering, we may be required to reject a Premium payment. We may also be required to block a Contractowner’s account and refuse to pay any request for surrenders, withdrawals, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators.

We may deduct any charges for premium taxes from your initial or subsequent Premium before we allocate it under the Contract. (See “The Contract”—“Charges”—“Premium Taxes.”)

More About Remitting Premiums. We will not be deemed to have received any Premiums sent to the addresses designated in this prospectus for remitting Premiums until the third party service that administers the receipt of mail through those addresses has processed the payment on our behalf.

SHORT TERM HOLDING ACCOUNT

The Short Term Holding Account (“STHA”) is a part of our General Account. You cannot elect to allocate Contract value to the STHA. Premiums are generally allocated to FTDs. However, premiums paid less than one year before your scheduled Annuity Starting Date may only be allocated to the STHA. When a FTD matures, proceeds from that FTD are placed in the STHA unless you have already reallocated such proceeds to another FTD or to a FLIO Account or there are no new FTDs available to you at that time. If FTDs become available to you while you have a Contract Accumulation in the Short-Term Holding Account, we will mail you a notice after which you will have at least 15 days, but not more than 45 days, to allocate your Short Term Holding Account accumulation among the available FTDs and FLIOs. If we do not receive valid instructions from you in that time frame, your entire Contract Accumulation in the Short Term Holding Account will be applied to a new FTD with the shortest term then available.


		9		TIAA-CREF Investment Horizon Annuity Prospectus

Contract Accumulations in the STHA earn interest credited at a rate guaranteed to never be less than the minimum guaranteed interest rate stated in your Contract, which will never be less than 1%. We cannot predict nor do we guarantee what future interest rates we will declare.

FIXED TERM DEPOSIT (“FTD”)

Fixed Terms. An FTD is an investment option for a period of years during which we will credit a specified interest rate. Currently, you can choose from FTDs of one year to ten years (whole years only). If the crediting rate for an FTD is lower than your Contract’s minimum guaranteed interest rate, that FTD will be temporarily unavailable. Only FTDs ending before the calendar month in which the Annuitant or any Contractowner turns age 90 will be available to you. We reserve the right to stop offering any FTD at any time. If you allocate any part of a Premium to an unavailable FTD, we will not consider your allocation instructions to be in good order and will not process your allocation instructions.

Crediting Interest. Each FTD to which you allocate any portion of a Premium or your Contract Accumulation earns interest at the specified interest rate in effect for that FTD from the date the Premium or Contract Accumulation is credited to the FTD through the end of the term of the FTD, or until the FTD Value is surrendered, if earlier. We will credit interest to each FTD on a daily basis. We will also credit interest on a daily basis on any amounts held in the Short Term Holding Account at an interest rate determined by us, but not less than your Contract’s minimum guaranteed interest rate. Credited interest rates for each FTD will vary by term and purchase date.

We have no specific formula for setting the interest rates. Rates will be influenced by, but not necessarily coincide with, interest rates available on fixed income investments that we may acquire with the amounts we receive as Premiums. You have no direct or indirect interest in the investments we make with the Premiums. We will invest these amounts primarily in investment-grade fixed income securities. We will also consider other factors in determining the interest rates, including regulatory and tax requirements, administrative and sales expenses incurred by us, general economic trends, and competitive factors. Interest rates will not vary by purchase amount. We will make the determination as to the interest rate we will declare for each FTD. FTDs earn interest credited at a rate guaranteed to never be less than the minimum guaranteed interest rate stated in your Contract, which will never be less than 1%. We cannot predict nor do we guarantee what future interest rates we will declare.

Allocations to an FTD are subject to several crediting risks. When an FTD period ends, you may not be able to reinvest FTD proceeds at as favorable an interest rate. This risk is greater for shorter FTD periods. Similarly, allocations in an FTD are locked into that FTD’s interest rate for the term of the FTD, even when interest rates on comparable products may be increasing. This risk is greater for longer FTD periods. Generally, although not always, longer FTD periods will credit higher interest rates.

Maturity of a Fixed Term Deposit. An FTD matures at the end of the specified term, and the proceeds then become available to the Contractowner(s). Prior to the end of an FTD’s term, you may select from the following options:

(1)

Receive all or part of your ending FTD Value without a surrender charge or MVA;

(2)

Instruct us to apply all or part of your ending FTD Value to one or more new FTDs that you select from the FTDs that we are then offering and are available to you; or

(3)

Apply all or part of your ending FTD Value to an Income Option or to a FLIO account

(4)

Do nothing and allow a new FTD to automatically begin.

If any FTD matures after a notice of death is received but before the death benefit is paid, the Contract Accumulation in that FTD will be transferred to the Short Term Holding Account.

We will mail you a notice at least 45 days, but not more than 75 days, prior to maturity of each FTD. Prior to maturity, you must instruct us to either apply the proceeds to one or more new FTDs then available or transfer


TIAA-CREF Investment Horizon Annuity Prospectus		10

the proceeds out of the Contract. Only FTDs ending before the calendar month in which the Annuitant or any Contract owner turns age 90 will be available. At least $5,000 must be allocated to any subsequent FTD. If no FTDs are then available, you may apply the proceeds to the Short Term Holding Account.

If we have not received valid instructions from you before maturity, the proceeds will be applied to a new FTD with the shortest term then available. If no FTDs are then available, the proceeds will be applied to the Short Term Holding Account.

Surrenders at the end of an FTD

To surrender your ending Contract Accumulation in an FTD, you must request the surrender in writing prior to the end of the expiring FTD. Surrenders and withdrawals made more than 30 days before the end of an FTD’s term will generally be subject to an MVA. (See “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment.”) Any surrendered or withdrawn amount may be subject to income taxes, and a 10% IRS tax penalty on earnings may apply if you are not yet 59¹/₂ years old. (See “Federal Income Taxes.”)

Automatic subsequent FTDs

Unless you instruct otherwise, the Contract Accumulation at the end of an expiring FTD will be allocated to a subsequent FTD. The subsequent FTD will be the shortest duration FTD that we currently offer. The new FTD will earn interest at the interest rate in effect for that subsequent FTD when your Contract Accumulation is allocated to it. If the shortest duration FTD extends beyond the calendar month in which the Annuitant or any Contractowner turns age 90, then we will allocate the Contract Accumulation to the Short Term Holding Account.

Cash Withdrawals. At any time that there is Contract Accumulation, you can withdraw some or all of your Contract Accumulation from the FTD(s) and/or from any amounts you have in the Short Term Holding Account. A full withdrawal of your Contract Accumulation is called a surrender. Cash withdrawals must be for at least $1,000, unless the withdrawal would reduce the FTD Value below $5,000, in which case you must withdraw the entire FTD Value. We may also impose the following restrictions:

•

Withdrawals from your Contract can be limited to no more than one per calendar quarter.

•

We may change the cut-off time establishing when a transaction request must be received in order to be effective at the end of that Business Day.

All withdrawal requests must be in accordance with procedures established by us. A withdrawal will be effective, and all values determined, as of the end of the Business Day in which we receive your written request in good order, unless you choose to defer the withdrawal’s effective date to a future date acceptable to us. You may not revoke a request for a withdrawal after its effective date.

If you request a withdrawal of less than the entire Contract Accumulation, you must designate the FTD(s) and/or the Short Term Holding Account from which we should take the withdrawal. If you have not provided these instructions in good order, we will reject your withdrawal request unless we receive your request within the last 30 days of an FTD’s term. If we receive your withdrawal request within the last 30 days of an FTD’s term, we will make the withdrawal from the expiring FTD. However, if the amount of your withdrawal request exceeds the Contract Accumulation in the expiring FTD, we will reject the portion of the withdrawal request that exceeds the Contract Accumulation in the expiring FTD.

If you withdraw your entire Contract Accumulation and you have not elected a FLIO, we will cancel your Contract and all of our obligations to you under the Contract will end. For Non-Qualified Contracts, we will deduct the annual maintenance fee from any surrender proceeds, if your Contract Accumulation is less than $25,000 at the time of surrender.

Surrenders and withdrawals made more than 30 days before the maturity of an FTD’s term may be subject to an MVA, except that we will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC


		11		TIAA-CREF Investment Horizon Annuity Prospectus

minimum distribution requirement. (See “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment.”) Withdrawals and surrenders are subject to federal income tax, and a 10% IRS tax penalty on earnings may apply if you are under age 59¹/₂. (See “Federal Income Taxes.”)

Systematic Interest Withdrawals. If your initial Premium is at least $25,000, you may request systematic withdrawals of the interest that we have credited to your FTD Values. Systematic interest withdrawals must be made from all FTDs in which you are invested. Systematic interest withdrawals can be established for monthly, quarterly, semi-annual or annual withdrawals from the first to the twenty-eighth day of the month. If the scheduled date of a systematic interest withdrawal is not a Business Day, the withdrawal will be paid on the next Business Day.

We do not assess a surrender charge or apply an MVA on systematic interest withdrawals; however, systematic interest withdrawals are subject to federal income tax, and a 10% IRS tax penalty on earnings may apply if you are under age 59¹/₂. (See “Federal Income Taxes.”)

Systematic interest withdrawals can only be initiated when the Contract is issued and cannot be cancelled. Systematic interest withdrawals will continue until the earliest of the following:

•

the date that there is no longer any remaining Contract Accumulation,

•

the date we are notified of your death, or

•

the first death benefit payable date.

We may impose a fee of up to $5 per payment for systematic interest withdrawals paid by check.

Market Value Adjustment. We will generally apply an MVA on: any surrender taken from an FTD more than 30 days before the end of its term, except that we will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC minimum distribution requirement; any withdrawal taken from an FTD more than 30 days before the end of its term; and Contract Accumulation applied to an Income Option more than one year prior to the maturity of the FTD’s term. An MVA may be positive or negative, which means an MVA may increase or decrease the amount you receive as a surrender, withdrawal, or annuity payment.

To determine the MVA for an FTD at the time of a premature withdrawal, surrender, or selection of an Income Option from that FTD, we first calculate an MVA ratio (as described below, under “FTD Market Value Adjustment Formula”). We then multiply this ratio by the amount you have withdrawn, surrendered, or applied to an Income Option to calculate the amount of the MVA.

Note:

An MVA will either increase or decrease the amount you receive and you could lose a substantial portion of the Premium(s) you originally invested. You should carefully consider your income needs before purchasing a Contract. You directly bear any investment risk associated with an MVA.

Purpose of an MVA

An MVA generally reflects the relationship on any given day between the interest rate you would earn if your Contract Accumulation remained in the existing FTD until its maturity, and the interest rate you would earn if your Contract Accumulation were transferred to a new FTD with a comparable remaining term on that day.

The difference between these values roughly corresponds with gain or loss we would incur in selling the assets we purchased to support our obligations under the existing FTD in order to pay for an early withdrawal from an FTD. A MVA imposes this gain or loss on you. The greater the difference in interest rates, the greater the effect that an MVA will have on your Contract Accumulation. The amount of time remaining until maturity for a particular FTD also will affect the determination of an MVA; the greater the length of time remaining until maturity, the greater the effect an MVA will have on your Contract Accumulation.


TIAA-CREF Investment Horizon Annuity Prospectus		12

As a general rule, if interest rates have increased since your FTD was issued, the MVA will be negative and will decrease the amount that you receive; if interest rates have decreased during that period by more than 0.25%, the MVA will be positive and will increase the amount that you receive. The MVA formula (as set forth below) contains a 0.25% factor that is designed to compensate us for certain expenses and losses that we may incur, either directly or indirectly, as a result of a premature surrender, withdrawal, or selection of an Income Option. Thus, even if interest rates remain the same during the period, or decrease by less than 0.25%, the MVA will be negative due to the 0.25% factor. The length of the remaining term on the FTD affects the impact of the 0.25% factor. (For example, if you have 5 years remaining in the FTD, the 0.25% factor will decrease the withdrawal amount by 1.25%.)

Exceptions

Any surrender, withdrawal, or selection of an Income Option from an FTD before the end of its term is considered premature and is subject to an MVAexcept for:

a surrender to cancel the Contract during the “free look” period;

systematic interest withdrawals;

a surrender or withdrawal made by you within the last 30 days of an FTD’s term;

Income Options that begin during the last year of an FTD’s term; and

amounts withdrawn to pay the death benefit.

Application of MVA.

We calculate a separate MVA for each FTD by multiplying the amount that you surrender, withdraw, or from which you apply your Contract Accumulation to an Income Option prematurely by the ratio calculated in accordance with the MVA formula set forth below. If multiple FTDs are affected by your premature surrender, withdrawal, or selection of an Income Option, we will apply multiple MVAs, some of which may be positive and some of which may be negative.

We will apply an MVA to each amount prematurely surrendered, withdrawn, or applied to an Income Option from an FTD. We will calculate the MVA as of the date we receive your written request for surrender or withdrawal or on the Annuity Starting Date before we calculate any annuity payments. If an MVA is positive, we will credit the additional amount to the surrender, withdrawal, or annuity payment; if an MVA is negative, we will deduct the amount from the surrender, withdrawal, or annuity payment. We will also deduct any applicable premium taxes before paying any surrender, withdrawal, or annuity payment. We will calculate any MVA and/or premium taxes independently of one another, each calculated based on your Contract Accumulation that you are withdrawing or annuitizing before any of the other adjustments. State laws and regulations may differ as to when we apply the MVA. If you were a New York resident at the time you purchased your Contract, we will not assess a MVA if you apply your Contract Accumulation to an Income Option, even if you do so more than one year before the end of an FTD’s term.

FTD Market Value Adjustment Formula

As described above, the Market Value Adjustment applied to an early withdrawal of an FTD reflects the relationship between the interest rate you would earn if you held an existing FTD to its maturity and the interest rate you would earn if you transferred those same assets to a new current FTD with a comparable remaining term. The difference between these two values roughly corresponds with gain or loss we would incur in selling the assets we purchased to support our obligations under the existing FTD in order to pay for the early withdrawal. To compensate us for certain expenses and losses we may incur when you take an early withdrawal from an FTD, either directly or indirectly, we also deduct 0.25% when comparing the interest rates in the MVA formula. Generally, when the interest rate for the ‘current FTD’ would be higher than the rate for the ‘existing FTD’ minus 0.25%, the MVA will result in a loss, and when the interest rate for the ‘current FTD’ would be lower than the rate for the ‘existing FTD’ minus 0.25%, the MVA will result in a gain. The MVA imposes this gain or loss on you.


		13		TIAA-CREF Investment Horizon Annuity Prospectus

In calculating the MVA, we account for:

(1)

the amount of time remaining until the FTD’s originally scheduled maturity date;

(2)

the FTD’s original interest rate; and

(3)

the corresponding interest rate for a similar new investment with a term equal to the time remaining until the FTD’s original maturity date.

For item (3) in this calculation, we use the rate for a current FTD we may offer (in any contract) of the appropriate term length. If we do not offer such a FTD at the time of the early withdrawal date of the FTD being withdrawn, then we will use the yields for U.S. Treasury STRIPS of appropriate term lengths for the interest rate of both item (2), the FTD’s original interest rate, and item (3).

The formula to calculate the MVA applicable to an FTD withdrawal is the amount of the withdrawal multiplied by N multiplied by R. The formula is multiplying the amount of the withdrawal by the number of years remaining to maturity of the FTD, “N,” and by a factor representing the effect of the change in interest rates, “R.” These factors are calculated as follows:

N =

the number of years remaining until maturity of the FTD. This number is calculated by multiplying the number of days remaining until maturity by 12 and dividing by 365, rounding the result up to the next whole number, and then dividing this result by 12.

The formula for “N” takes the remaining time to maturity in days and converts it to an equivalent figure in years after first calculating an equivalent period in months and rounding up to the next whole number of months.

We then calculate a value “M” which is equal to “N” rounded up to the next whole number. “M” is the time remaining to maturity rounded up to the next whole number of years. This whole number of years is the term we will use to determine the appropriate current rate of interest used in the MVA formula.

R =

“I” reduced by “J” and further reduced by 0.25%, where “I” and “J” are calculated as follows:

“I” is the FTD’s original interest rate. “J” is the corresponding current rate for an investment from the time of the early withdrawal until the FTD’s original maturity date.

The transaction date equals the applicable Annuity Starting Date or the effective date of the withdrawal or surrender.

If a new FTD with a term of “M” years is available to you on the transaction date, then

I = the interest rate applicable to the original FTD

J = the interest rate applicable to a new FTD with a term of “M” years being offered on the transaction date

If a new FTD with a term of “M” years is not available to you on the transaction date, then

I = the yield, as of the effective date of the FTD, of the STRIPS for which the time then remaining until maturity is closest, within six months, to the term of the FTD. If no STRIPS within six months is available, then “I” equals the interpolation of the yields, as of the effective date of the FTD, of the closest STRIPS maturity prior to and the closest STRIPS maturity following the term of the FTD; and

J = the yield, as of the transaction date, of the STRIPS for which the time then remaining until maturity is closest, within six months, to “M” years. If no STRIPS within six months is available, then “J” equals the interpolation of the yields, as of the transaction date, of the closest STRIPS maturity prior to and the closest STRIPS maturity following “M” years.

STRIPS refers to U.S. Treasury STRIPS. The STRIPS yield is the U.S. Treasury STRIPS asked yield reported byThe Wall Street Journal, or any successor thereto. If the U.S. Treasury STRIPS


TIAA-CREF Investment Horizon Annuity Prospectus		14

asked yield is no longer reported byThe Wall Street Journal or its successor, we will choose a substantially similar yield, subject to any requisite approval of the insurance supervisory official of the jurisdiction in which the Contract is issued.

Demonstration of an FTD MVA

All assumptions, including interest rates, are hypothetical for illustration purposes only.

Example 1:

If a Contractowner invested $10,000 in a 10-year FTD and then made a full withdrawal from the FTD three years after purchase, the following MVA would be calculated if the interest rate on a new FTD with a seven-year term was 1% less than the interest rate on the original FTD.


	At Purchase			At Withdrawal
Premium	$	10,000
Amount of FTD withdrawn (total accumulation balance in this example)				$	10,927
Original/Remaining Time (years)		10			7
Original FTD Rate		3.00	%
New FTD Rate (offered on 7-year FTD at the time of the withdrawal)					2.00	%
MVA				$	574
Total amount of FTD withdrawal				$	11,501

In the MVA formula N x R = N x (I-J-0.25%), “N”= 7, “I”= 3.00%, and “J”= 2.00%. This factor is then applied to the Contract Accumulation at withdrawal to arrive at the total MVA.

MVA = $10,927 x (7 x (3.00%-2.00%-0.25%)) = $574

So, the MVA results in a FTD withdrawal of the amount withdrawn of $10,927, plus a positive MVA of $574, for a total FTD withdrawal payout of $11,501.

Example 2:


	At Purchase			At Withdrawal
Premium	$	10,000
Amount of FTD withdrawn (total accumulation balance in this example)				$	10,927
Original/Remaining Time (years)		10			7
Original FTD Rate		3.00	%
New FTD Rate (offered on 7 year FTD at the time of the withdrawal)					4.00	%
MVA				$	(956	)
Total amount of FTD withdrawal				$	9,971


		15		TIAA-CREF Investment Horizon Annuity Prospectus

In the MVA formula N x R = N x (I-J-0.25%), “N”= 7, “I”= 3.00%, and “J”= 4.00%. This factor is then applied to the Contract Accumulation at withdrawal to arrive at the total MVA.

MVA = $10,927 x (7 x (3.00%-4.00%-0.25%)) = -$956

So, the MVA results in a FTD withdrawal of the amount withdrawn of $10,927, minus a negative MVA of $956, for a total FTD withdrawal payout of $9,971.

Example 3:


	At Purchase			At Withdrawal
Premium	$	10,000
Amount of FTD withdrawn (total accumulation balance in this example)				$	10,927
Original/Remaining Time (years)		10			7
Original FTD Rate		3.00	%
New FTD Rate (offered on 7 year FTD at the time of the withdrawal)					3.00	%
MVA				$	(191	)
Total amount of FTD withdrawal				$	10,736

In the MVA formula N x R = N x (I-J-0.25%), “N”= 7, “I”= 3.00%, and “J”= 3.00%. This factor is then applied to the Contract Accumulation at withdrawal to arrive at the total MVA.

MVA = $10,927 x (7 x (3.00%-3.00%-0.25%)) = -$191

So, even though interest rates have remained the same, the MVA results in a FTD withdrawal of the amount withdrawn of $10,927, minus a negative MVA of $191, for a total FTD withdrawal payout of $10,736.

FLEXIBLE LIFETIME INCOME OPTIONS (“FLIO”)

General. FLIO options are not available as of the effective date of this prospectus. Please contact us regarding their availability. A FLIO is an investment option that allows you to receive FLIO Payments and continue to have access to any remaining FLIO Account Balance associated with the FLIO account. A FLIO provides you FLIO Payments that are guaranteed to continue at their original amounts for the rest of your life as long as you do not take any FLIO Account Withdrawals. If you take any FLIO Account Withdrawals, we only guarantee to pay FLIO Payments at their original amounts beginning on the FLIO Income Security Date and until you die. The reason for this more limited guarantee is that a FLIO Account Withdrawal may cause the FLIO Account Balance to be reduced faster than is necessary to support uninterrupted FLIO Payments from the inception of the FLIO. So, FLIO Payments will end if a FLIO Account Balance is completely withdrawn before the FLIO Income Security Date and will not begin again until the FLIO Income Security Date. FLIO Payments end at death. Please note that the FLIO Income Security Date may be a date beyond an average person’s life expectancy. If, upon your death, there is a positive FLIO Account Balance, that balance is paid as a FLIO death benefit. If the FLIO Account Balance is zero at your death, there is no FLIO death benefit.

Premiums and/or Contract Accumulation may be allocated to one or more FLIO accounts. Premiums and/or Contract Accumulation may only be allocated at the FLIO inception; they cannot be added to an existing FLIO. The Contract may not contain more than 120 FLIO accounts at any one time. We reserve the right to determine the maximum age at which FLIO accounts will be available and we do not guarantee that FLIO accounts will be available at all ages and under all the FLIO Income Options described below.


TIAA-CREF Investment Horizon Annuity Prospectus		16

FLIO Income Options. At any point before the effective date of a FLIO account, you must choose one of the FLIO Income Options described below.

•

FLIO One-Life Annuity. The FLIO payment will be made each month until the date of the FLIO Annuitant’s death. After the FLIO Annuitant’s death no further FLIO payments will be made.

•

FLIO Two-Life Annuity. The FLIO payment will be made each month until the FLIO Annuitant and the FLIO Second Annuitant both die. After the death of both the FLIO Annuitant and the FLIO Second Annuitant no further FLIO payments will be made.

If you choose monthly FLIO Payments and the FLIO Payments would be less than $100 a month, we have the right to change to quarterly, semiannual or annual payments, whichever will result in payments of $100 or more and the shortest interval between payments. Once payments have begun, the frequency cannot be changed.

If you choose a FLIO One-Life Annuity, we must receive due proof of your age; and if you choose a FLIO Two-Life Annuity, we must received due proof of your age and the age of the FLIO Second Annuitant. You may not begin a FLIO One-Life Annuity after you attain age 90, nor may you begin a FLIO Two-Life Annuity after you or the FLIO Second Annuitant attained age 90.

FLIO Payments. Once you elect a FLIO, FLIO Payments will begin immediately. The FLIO Payment amount will be determined as of the date that you elect the FLIO and will be based on:

•

Premiums applied to the FLIO account at the FLIO inception;

•

any Contract Accumulation applied to the FLIO account at the FLIO inception;

•

any applicable MVAs;

•

the FLIO annuity purchase rates specified in the rate schedule;

•

the FLIO Income Option and payment frequency you choose;

•

if you choose a FLIO One-Life Annuity, your age; and

•

If you choose a FLIO Two-Life Annuity, your age and your Second Annuitant’s age.

Once the FLIO Payment amount is established, it will not change unless you make a FLIO Account Withdrawal as described below. You may not stop FLIO Payments once they begin.

FLIO Payments are subject to federal income tax.

Crediting Interest. Each FLIO account to which you allocate Premiums and/or Contract Accumulation earns interest at the Total FLIO Account Balance Interest Rate from the date the Premium or Contract Accumulation is credited to the FLIO account until the FLIO Income Security Date or the date at which the FLIO Account Balance becomes zero, if earlier. We credit interest to each FLIO account on a daily basis. We set the Total FLIO Account Balance Interest Rate when each FLIO account is established and we will not change the rate for that FLIO account. If you have more than one FLIO account, the Total FLIO Account Balance Interest Rate for each account may be different. The Total FLIO Account Balance Interest Rate will never be less than 1%. The minimum guaranteed interest rates may be different for FTDs and FLIOs.

We have no specific formula for setting the Total FLIO Account Balance Interest Rate. Rates will be influenced by, but not necessarily coincide with, interest rates available on fixed income investments that we may acquire with the amounts we receive as Premiums. You have no direct or indirect interest in the investments we make with the Premiums. We will invest these amounts primarily in investment-grade fixed income securities. We will also consider other factors in determining the interest rates, including regulatory and tax requirements, administrative and sales expenses incurred by us, general economic trends, and competitive factors. The Total FLIO Account Balance Interest Rate is always less than the FLIO annuity purchase rates.


		17		TIAA-CREF Investment Horizon Annuity Prospectus

FLIO Account Withdrawals. You may make a FLIO Account Withdrawal at any time after the right to examine period while there is a FLIO Account Balance. We must receive the FLIO Account Withdrawal request at our Administrative Office, in good order, and in accordance with procedures established by us or as required by law. Your request must designate the FLIO account from which the FLIO Account Withdrawal is to be made. A FLIO Account Withdrawal will be effective, and all values determined as of the end of the Business Day in which we receive your request in a form acceptable to us, unless you choose to defer the effective date to a future day acceptable to us. You may not revoke a request for a FLIO Account Withdrawal after its effective date. FLIO Account Withdrawals may not be reinvested in the Contract. We may limit FLIO Account Withdrawals to no more than one per calendar quarter.

The amount of the FLIO Account Withdrawal can be your entire FLIO Account Balance or any partial amount of at least $1,000. The FLIO Account Balance will be reduced by the amount of any FLIO Account Withdrawal. It is important to understand the difference between the effect that normal ongoing FLIO Payments have on the FLIO Account Balance and the effect that FLIO Account Withdrawals have on the FLIO Account Balance. Normally scheduled FLIO Payments reduce the FLIO Account Balance in a manner consistent with the original FLIO Payment calculations, so that each FLIO Payment leaves the FLIO Account Balance with an amount designed to continue to support the ongoing originally guaranteed FLIO Payments for the duration of the originally schedule FLIO Income Option. In contrast, FLIO Account Withdrawals made in excess of the originally scheduled FLIO Payments reduce the FLIO Account more than can support the originally guaranteed FLIO Payments. As a result, any remaining FLIO Payments payable before the FLIO Income Security Date will be reduced by the same percentage as the decrease in the FLIO Account Balance. If you withdraw the entire FLIO Account Balance, then the FLIO Payments associated with that FLIO Account Balance will cease entirely until the FLIO Income Security Date. Similarly, if the FLIO Account Balance is zero and you die before the FLIO Income Security Date, there is no further benefit payable under your Contract. Accordingly, you should carefully consider your future income needs before making a FLIO Account Withdrawal. Any FLIO Payments payable on or after the FLIO Income Security Date are not affected by FLIO Account Withdrawals.

Demonstration of impact FLIO Account Withdrawals on FLIO Payments

All assumptions, including interest rates, are hypothetical for illustration purposes only.

If you withdraw $25,000 from a FLIO Account with a balance before the withdrawal of $100,000 (which is 25% of the FLIO Account Balance), monthly FLIO payments would be reduced from $5,000 to $3,750.


	Before Withdrawal		After Withdrawal
FLIO Account Balance	$	100,000	$	75,000
FLIO Payment Amount (monthly)	$	5,000	$	3,750	*

*	Monthly FLIO Payment Amount after Withdrawal = $5,000 – ($5,000 x 25%) = $3,750

We reserve the right to require that the FLIO Account Withdrawal be for the entire remaining FLIO Account Balance if the requested amount of the withdrawal would reduce each of the remaining FLIO Payments payable before the FLIO Income Security Date to less than $100.

If you make a FLIO Account Withdrawal, the amount paid to you will be different than the FLIO Account Withdrawal amount that you requested as a result of the following:

•

The amount paid to you will be decreased by a FLIO surrender charge equal to the FLIO Withdrawal Amount multiplied by the surrender charge rate applicable to the FLIO account. See “The Contract” – “Charges” – “Surrender Charge.”

•

The amount paid to you will be increased or decreased by a FLIO MVA equal to the FLIO Withdrawal Amount multiplied by the FLIO MVA rate. See “The Contract” – “Charges” – “Market Value Adjustment.”


TIAA-CREF Investment Horizon Annuity Prospectus		18

If FLIO Account Withdrawals reduce the FLIO Account Balance to zero, then FLIO Payments will stop. However, FLIO Payments will begin again on the FLIO Income Security Date and will continue as long as you (or you or the FLIO Second Annuitant, if you elect the FLIO Two-Life Annuity) is alive.

FLIO Account Withdrawals are subject to federal income tax.

You are not permitted to allocate FLIO Payments to purchase an FTD.

FLIO Death Benefit. Any FLIO Account Balance associated with a FLIO One-Life Annuity becomes payable as a death benefit upon the date we receive due proof of your death. Any FLIO Account Balance associated with a FLIO Two-Life Annuity becomes payable as a death benefit upon the date we receive due proof of your death and the death of the FLIO Second Annuitant. FLIO Payments will terminate thereafter.

Market Value Adjustment. We will apply an MVA on FLIO Account Withdrawals. An MVA may be positive or negative, which means an MVA may increase or decrease the FLIO Account Withdrawal.

To determine the MVA at the time of the FLIO Account Withdrawal, we first calculate an MVA percentage (as described below, under “FLIO Market Value Adjustment Formula”). We then multiply this ratio by the FLIO Account Withdrawal to calculate the amount of the MVA.

Note:

An MVA will either increase or decrease the FLIO Account Withdrawal and you could lose a substantial portion of the Premium(s) you originally invested. You should carefully consider your income needs before purchasing a Contract. You directly bear any investment risk associated with an MVA.

Purpose of an MVA

A FLIO MVA generally reflects the difference between market interest rates at the time of the FLIO Account Withdrawal and on the day the FLIO account was established. The difference between these values roughly corresponds with gain or loss we would incur in selling the assets we purchased to support our obligations under the FLIO in order to pay for a withdrawal from the FLIO. A MVA imposes this gain or loss on you. The greater the difference in the rates, the greater the effect that an MVA will have on the amount that you receive. The longer the remaining duration of a FLIO, the greater the effect an MVA will have on your FLIO Account Withdrawal.

As a general rule, if rates have increased since you elected the FLIO, the MVA will be negative and will decrease your FLIO Account Withdrawal; if interest rates have decreased during that period by more than 0.50%, the MVA will be positive and will increase the FLIO Account Withdrawal. The MVA formula (as set forth below) contains a 0.50% factor that is designed to compensate us for certain expenses and losses that we may incur, either directly or indirectly, as a result of a withdrawal or surrender from the FLIO account. Thus, even if rates remain the same during the period, or decrease by less than 0.50%, the MVA will be negative due to the 0.50% factor. The length of the remaining duration on a FLIO affects the impact of the 0.50% factor. The longer the remaining duration of a FLIO, the greater the effect the 0.50% factor will have in determining the applicable MVA.

We do not apply an MVA to the FLIO death benefit.

Application of a FLIO MVA.

We calculate a separate MVA for each FLIO by multiplying the FLIO Account Withdrawal by the percentage calculated in accordance with the MVA formula set forth below. If multiple FLIOs are affected by the FLIO Account Withdrawal, we will apply multiple MVAs, some of which may be positive and some of which may be negative.


		19		TIAA-CREF Investment Horizon Annuity Prospectus

We will apply an MVA to each FLIO Account Withdrawal. We will calculate the MVA as of the date we receive your written request for the FLIO Account Withdrawal. If an MVA is positive, we will credit the additional amount to the FLIO Account Withdrawal; if an MVA is negative, we will deduct the amount from the FLIO Account Withdrawal. We will also deduct any applicable surrender charges and premium taxes before paying the FLIO Account Withdrawal. We will calculate any MVA, surrender charge, and/or premium taxes independently of one another, each calculated based on the FLIO Account Withdrawal before any of the other adjustments. State laws and regulations may differ as to when we apply the MVA.

FLIO Market Value Adjustment Formula

A FLIO MVA generally reflects the difference between market interest rates at the time of the FLIO Account Withdrawal and on the day the FLIO account was established. The difference between these values roughly corresponds with gain or loss we would incur in selling the assets we purchased to support our obligations under the FLIO in order to pay for a withdrawal from the FLIO. A MVA imposes this gain or loss on you. To arrive at this difference, the FLIO MVA formula determines an average duration of all FLIO Payments from the time the FLIO account was established (“N(1)”) and from the date the FLIO Account Withdrawal is made (“N(2)”). An annual interest rate appropriate to each duration is then determined (“K” and “m”). The FLIO MVA formula applicable to a FLIO Account Withdrawal equals the requested withdrawal amount multiplied by N(2) multiplied by (K – m – 0.50%), where:


N(1) =		(1+i)/i – t/((1+i)^t)-1, where t = time remaining from the date on which the FLIO account was established until the FLIO Income Security Date rounded up to the year and i = the Total FLIO Account Balance Interest Rate. “N(1)” is important in determining the interest rate in “K.”

N(2) =		(1+i)/i – t/((1+i)^t)-1, where t = time remaining from the date the FLIO Account Withdrawal was made until the FLIO Income Security Date rounded up to the year and i = the Total FLIO Account Balance Interest Rate. “N(2)” is important in determining the interest rate in “m” and is also in the FLIO MVA formula.

K =		the zero coupon bond rate for N(1) rounded up to the next year implied by the Bloomberg Fair Value A Curve on the date that the FLIO account was established.

m =		the zero coupon bond rate for N(2) rounded up to the next year implied by the Bloomberg Fair Value A Curve on the date that the FLIO Account Withdrawal was made.

The Bloomberg Fair Value A Curve has bond equivalent yields, which are semiannually compounded yields to maturity of coupon bonds. These yields imply zero-coupon rates, which are annual effective yields of zero-coupon bonds. The Bloomberg Fair Value A Curve refers to the Bloomberg Fair Market Sector Composite U.S. Dollar Corporate A-Rated Curve (FMC #882) as found on Bloomberg under the FMC Function. The Composite A-Rated yield is the Corporate A-Rated Composite asked yield reported by Bloomberg under the FMC 882 Function, or any successor thereto. If the Corporate Composite A-Rated asked yield is no longer reported by Bloomberg or its successor, we will choose a substantially similar yield, subject to any requisite approval of the insurance supervisory official of the jurisdiction in which the Contract is issued. If you have questions or desire assistance regarding the calculation of your FLIO MVA or determining how much to withdraw from your FLIO account to obtain a desired net amount after applying the FLIO MVA, please call us 877-694-0305.

Demonstration of FLIO MVA

All assumptions, including interest rates, are hypothetical for illustration purposes only.


TIAA-CREF Investment Horizon Annuity Prospectus		20

Example 1

If a policyholder elects a FLIO with a FLIO Income Security Date 20 years after FLIO inception and then 10 years after election withdraws the entire accumulation, the following market value adjustment would apply if interest rates drop 1%.


		At Purchase				At Surrender
FLIO Credited Rate			4.00	%			4.00	%
Requested Withdrawal Amount						$	25,000
Duration (rounded up to next year)	N(1) =		10		N(2) =		6
Original Zero-Coupon Rate for Original Duration (“K”)			5.00	%
New Zero-Coupon Rate for Remaining Duration (“m”)							4.00	%
Market Value Adjustment						$	750
Total FLIO Account Withdrawal						$	25,750

Duration(1) = (1 + 4%) / 4% – 20 / ((1 + 4%)^20 – 1) = 9.21, which is rounded up to 10.

Duration(2) = (1 + 4%) / 4% – 10 / ((1 + 4%)^10 – 1) = 5.18, which is rounded up to 6.

Market Value Adjustment = Requested Withdrawal Amount x N(2) x (K-m-0.50%) = $25,000 x 6 x (5.00%-4.00%-0.50%) = $750

So, the MVA results in a FLIO Account Withdrawal of $25,000 plus a positive MVA of $750, for a total of $25,750.

Example 2


		At Purchase				At Surrender
FLIO Credited Rate			4.00	%			4.00	%
Requested Withdrawal Amount						$	25,000
Duration (rounded up to next year)	N(1) =		10		N(2) =		6
Original Zero-Coupon Rate for Original Duration (“K”)			5.00	%
New Zero-Coupon Rate for Remaining Duration (“m”)							6.00	%
Market Value Adjustment						-$	2,250
Total FLIO Account Withdrawal						$	22,750

Duration(1) = (1 + 4%) / 4% – 20 / ((1 + 4%)^20 – 1) = 9.21, which is rounded up to 10.

Duration(2) = (1 + 4%) / 4% – 10 / ((1 + 4%)^10 – 1) = 5.18, which is rounded up to 6.

Market Value Adjustment = Requested Withdrawal Amount x N(2) x (K-m-0.50%) = $25,000 x 6 x (5.00%-6.00%-0.50%) = -$2,250

So, the MVA results in a FLIO Account Withdrawal of $25,000 minus a negative MVA of $2,250, for a net of $22,750.

CHARGES

No Deductions from Premiums. The Contract does not provide for any front-end charges (except for premium taxes as may be required in certain jurisdictions—and as described below).

Premium Taxes. Currently, residents of several states may be subject to premium taxes on their Contracts. We normally will deduct any charges for premium taxes from your Contract Accumulation when it is applied


		21		TIAA-CREF Investment Horizon Annuity Prospectus

to an Income Option or from Premiums or Contract Accumulation when allocated to an FTD or FLIO account. State premium taxes currently range from 1.0% to 3.5% of Premium payments and are determined by state insurance laws. Under current laws, premium taxes are not deducted for Contracts purchased as traditional IRAs, Roth IRAs, SIMPLE IRAs, or SEP IRAs.

Annual Maintenance Fee. For Non-Qualified Contracts, your Contract will be subject to an annual maintenance fee of $25 while there is Contract Accumulation remaining in your Contract to compensate us for the expenses associated with administering your Contract. We will assess this fee annually, on every anniversary of the date of issue of your Contract, and if you surrender your Contract. We will waive the maintenance fee if your Contract Accumulation equals or exceeds $25,000 on an anniversary of your Contract or the day you surrender your Contract. We will deduct this charge first from any amounts you have in the Short Term Holding Account and then from the FTD with the most recent effective date. If more than one FTD became effective on the same most recent date, we will deduct the charge from the FTD with the shortest term on the date when we deduct the charge. This fee does not apply to Contracts purchased as traditional IRAs, Roth IRAs, SIMPLE IRAs, or SEP IRAs. This charge does not apply if only FLIOs are elected. If both FLIOs and FTDs are elected, then the FLIO Account Balance does not count toward the $25,000 minimum Contract Accumulation requirement for the fee waiver.

Charge When Systematic Interest Withdrawals are Paid By Check. We may impose a few of up to $5 per payment for systematic interest withdrawals paid by check.

Market Value Adjustment. If you surrender your Contract more than 30 days before the end of the FTD’s term, make a withdrawal from an FTD more than 30 days before the end of the FTD’s term, apply Contract Accumulation to an Income Option more than one year prior to the maturity of the FTD’s term, or make a FLIO Account Withdrawal, we generally will apply an MVA to the amount being surrendered, withdrawn, or applied to an Income Option. However, we will not apply an MVA to that portion of an FTD withdrawal taken to satisfy an IRC minimum distribution requirement. An MVA may be positive or negative, which means an MVA may increase or decrease the amount you receive as a surrender, withdrawal, or annuity payment. Accordingly, you could lose a substantial portion of the Premium(s) you originally invested. You should carefully consider your income needs before purchasing a Contract. We will not apply an MVA upon cancellation of the Contract during the “free look” period, on systematic interest withdrawals, upon surrender or withdrawal from an FTD within the last 30 days of an FTD’s term, upon application of the Contract Accumulation to an Income Option during the last year of an FTD’s term, or upon payment of the death benefit. State laws and regulations may differ as to when we apply the MVA. If you were a New York resident at the time you purchased your Contract, we will not assess an MVA if you apply your Contract Accumulation to an Income Option, even if you do so more than one year before the end of an FTD’s term.

Surrender Charge. We will assess a surrender charge on any FLIO Account Withdrawal. We will not assess a surrender charge upon cancellation of your Contract during the “free look” period or on FLIO Payments. We also do not assess a surrender charge on surrenders or withdrawals from FTDs, nor from withdrawals from the Short-Term Holding Account. We calculate the surrender charge and MVA independently of one another, each calculated based on the amount that you withdraw before any of the other adjustments.

The surrender charge will be equal to six months of simple interest on the amount withdrawn at the FLIO Account Rate (even if the FLIO has not been in force for six months), or a lesser amount, if required by state insurance law.

Example

All assumptions, including interest rates, are hypothetical for illustration purposes only.

If a policyholder elects a FLIO with an income security date 20 years after FLIO inception and a FLIO credited interest rate of 4%, and then 10 years after election withdraws the entire $25,000 accumulation, the Surrender Charge = $25,000 x 4.00% / 2 = $500.


TIAA-CREF Investment Horizon Annuity Prospectus		22

RECEIVING ANNUITY PAYMENTS

You can elect to receive guaranteed annuity payments under your Contract. The determination of your annuity payment amounts will be based, among other things, on your choice of an Income Option and the amount applied to the Income Option. You may only apply Contract Accumulation to an Income Option. You may choose to receive monthly, quarterly, semi-annual or annual payments. If your annuity payments would be less than $100 a month, we may decide to change to less frequent payments, and, if we do, we will inform you of that decision. The total value of annuity payments that are eventually made to you may be more or less than the total Premium(s) you paid under the Contract.

We will apply an MVA to, and will deduct Surrender Charges from, the FLIO Account Balance before it is applied to determine your guaranteed annuity payments on Non-Qualified Contracts. (See “Flexible Lifetime Income Options (“FLIO”)”—“Market Value Adjustment” and “Charges.”) If you choose to receive annuity payments that begin more than one year before the end of an FTD’s term, we will apply an MVA to the Contract Accumulation withdrawn from that FTD before we calculate your annuity payments. (See “Fixed Term Deposit (“FTD”)”—“Market Value Adjustment.”) State laws and regulations may differ as to when we apply the MVA. If you were a New York resident at the time you purchased your Contract, we will not assess an MVA if you apply your Contract Accumulation to an Income Option, even if you do so more than one year before the end of an FTD’s term. We also may deduct any charges for premium taxes from your Contract Accumulation before we apply it to an Income Option. (See “The Contract”—“Charges”—“Premium Taxes.”)

WHEN ANNUITY PAYMENTS BEGIN

Generally, you pick the date when you want annuity payments to begin when you complete your application for a Contract. The date you choose cannot be later than any Annuitant’s or any Contractowner’s 90th birthday. You can choose or change the Annuity Starting Date at any time before annuity payments actually begin. In any case, the Annuity Starting Date will be the first day of a month and cannot be earlier than fourteen months after the day your Contract is issued (twelve months for Contracts issued in Florida). Your first annuity check may be delayed while we process your choice of Income Option and calculate the amount of your initial payment.

For payments to begin on the Annuity Starting Date that you chose, we must receive all information and documentation necessary for the Income Option you have picked at our Administrative Office in good order. If you have Contract Accumulation for which we have not received all the necessary information in good order, we will defer the Annuity Starting Date for that Contract Accumulation until the first day of the month after the information has reached us in good order, but not beyond the Annuitant’s or any Contractowner’s 90th birthday. If you have not picked an Income Option, or if we have not otherwise received all the necessary information by the latest Annuity Starting Date, we will begin payments under a One-Life Annuity with a 10 year guaranteed period, or a shorter guaranteed period, if required under federal tax law.

We will send your annuity payments by mail to your home address or (if you request) by mail or electronic fund transfer to your bank. If you want to change the address or bank where you want your annuity payments sent, it is your responsibility to notify us. We can send payments to your residence or most banks abroad.

ANNUITY PAYMENTS

If your Contract Accumulation is less than or equal to $25,000 and you want to begin receiving income, you must convert your entire Contract Accumulation to annuity income. If your Contract Accumulation is greater than $25,000 and you want to begin receiving income, you must convert at least $25,000 of your Contract Accumulation to annuity income.

Your annuity payments are based on your Contract Accumulation applied to provide the annuity payments on the Annuity Starting Date. At the Annuity Starting Date, the dollar amount of each annuity payment resulting from your Contract Accumulation will become fixed, based upon:

•

the Income Option you choose,


		23		TIAA-CREF Investment Horizon Annuity Prospectus

•

the length of the guaranteed period you choose, if applicable,

•

the frequency of payment you choose,

•

the ages of the Annuitant and any Second Annuitant,

•

our then-current annuity rates, which will not be less than those specified in your Contract’s rate schedule and

•

any premium taxes and/or MVAs applied to your Contract Accumulation on the Annuity Starting Date, if applicable.

INCOME OPTIONS

You have a number of different Income Options.

•

One-Life Annuity with or without a Guaranteed Period. This Income Option provides for annuity payments as long as the Annuitant lives. If you choose a guaranteed period (i.e., 10, 15 or 20 years) and your Annuitant dies before the guaranteed period is over, annuity payments will continue to you or your Beneficiary until the end of the guaranteed period you selected. If you do not choose a guaranteed period, all annuity payments end at the Annuitant’s death – so it is possible for the Annuitant to receive only one payment if the Annuitant dies less than a month after annuity payments start.

•

Fixed-Period Annuities. This Income Option provides for annuity payments for a stipulated period of not less than two years or more than 30 years for non-qualified Contracts and not less than five years or more than 30 years for tax-qualified Contracts. At the end of the period you’ve chosen, annuity payments will stop. If you and your joint owner, if any, die before the period is up, your Beneficiary becomes the Contractowner.

•

Two-Life Annuities with or without a Guaranteed Period. This Income Option provides for annuity payments as long as the Annuitant or Second Annuitant lives, then continues at either the same or a reduced level for the life of the survivor, or until the end of the specified guaranteed period, if you choose one, whichever period is longer. There are three types of Two-Life Income Options, all available with or without a guaranteed period – Full Benefit While Either the Annuitant or the Second Annuitant is Alive, Two-Thirds Benefit After the Death of Either the Annuitant or the Second Annuitant, and a Half-Benefit After the Death of the Annuitant.

We may offer different Income Options in the future.

The commuted value of any annuity payments remaining to be paid after the death of a Beneficiary and during a guaranteed period may be paid in a lump sum, unless the Contractowner(s) direct(s) us otherwise. The commuted value is the present value of the remaining annuity payments that will be paid in a lump sum, and such present value is equal to the sum of the scheduled annuity payments less the interest that would have been earned on those payments, from the effective date of the commuted value calculation to the dates when each of the scheduled annuity payments would have been made.

The Fixed-Period Annuities Income Option is not available if you were a New York resident at the time you purchased your Contract.

Annuity payments are subject to federal income tax.

The only ways to receive FLIO Payments are through the FLIO One-Life Annuity and the FLIO Two-Life Annuity. For more information see “Flexible Lifetime Income Option.”


TIAA-CREF Investment Horizon Annuity Prospectus		24

DEATH BENEFITS

AVAILABILITY AND CHOOSING BENEFICIARIES

Unless the “Special Option For Spouses” (which is described immediately below) applies, the death benefit will be paid to the death benefits payee(s) if any Contractowner or Annuitant dies while there is a Contract Accumulation remaining or when the FLIO Death Benefit becomes payable as described in “Flexible Lifetime Income Options (“FLIO”)” above. We will pay the death benefit on the date that we receive due proof of your death or when a FLIO Death Benefit becomes payable as described in “Flexible Lifetime Income Options (“FLIO”)” above. When you complete your application for a Contract, you will name one or more Beneficiaries to receive the death benefit if any Contractowner or Annuitant dies. You can change your Beneficiaries at any time that there is Contract Accumulation remaining. For more information on designating Beneficiaries, you should contact us, and you may also want to consult your qualified legal adviser.

SPECIAL OPTION FOR SPOUSES

If the surviving spouse is the sole Beneficiary when the Contractowner dies, the surviving spouse can either choose to continue as the Contractowner as pertains to the Contract Accumulation, or receive the death benefit. If the surviving spouse does not make a choice within 60 days after we receive (in good order) proof of the Contractowner’s death, the spouse will automatically become the Contractowner as pertains to the Contract Accumulation, and no death benefit will be paid to the surviving spouse. The surviving spouse will also become the Annuitant if the deceased owner was the Annuitant.

The right of a spouse to continue the Contract and all Contract provisions relating to spouses and spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The Federal Defense of Marriage Act currently does not recognize same-sex marriages or civil unions, even those which are permitted under individual state laws. Therefore, the spousal continuation provisions of this Contract will not be available to such partners or same sex marriage spouses. Consult a tax adviser for more information on this subject.

This option does not apply to: (i) Contracts issued as traditional IRAs, Roth IRAs, SIMPLE IRAs, or SEP IRAs; and (ii) FLIOs. For Non-Qualified Contracts that contain both FTDs and FLIOs, the FTD may be continued by the spouse, but the FLIO may not.

AMOUNT OF DEATH BENEFIT

The amount of the death benefit is your Contract Accumulation, if any, plus any FLIO Death Benefit as described in “Flexible Lifetime Income Options (“FLIO”)” above. Each payee’s death benefit payable date is the date when we have received due proof of death of either the Contractowner or the Annuitant (and in the case of a FLIO One-Life Annuity, the FLIO Annuitant and in the case of a FLIO Two-Life Annuity, the FLIO Annuitant and the FLIO Second Annuitant), and all information that we require for payment of the payee’s portion of the death benefit has been received by us at our Administrative Office in good order. We will not deduct a surrender charge or apply an MVA to the death benefit payment.

When a death benefit becomes payable, all FTDs and FLIOs will be terminated, and all FTD Values and FLIO Account Balance will be applied to the Short Term Holding Account for payment as a death benefit.

METHODS OF PAYMENT OF DEATH BENEFITS

We will pay each death benefit payee’s portion of the death benefit in one payment. Death benefit payments must be made within five years of your death. Upon payment of the death benefit, the Contract will terminate.

In all events, the death benefit and the termination provisions of the Contract will be administered in accordance with the requirements of Sections 72(s) or 401(a)(9) of the IRC, as applicable to your Contract.


		25		TIAA-CREF Investment Horizon Annuity Prospectus

FEDERAL INCOME TAXES

The following discussion is based on our understanding of current federal income tax law, which is subject to change. For complete information on your personal tax situation, you should check with a qualified tax adviser.

TAXATION OF ANNUITIES

The following discussion assumes the Contracts qualify as “annuity contracts” for federal income tax purposes:

In General. IRC Section 72 governs annuity taxation generally. We believe that an owner who is a natural person usually will not be taxed on increases in the value of a Contract until there is a distribution (i.e., the Contractowner withdraws all or part of the Contract Accumulation or takes annuity payments.) Assigning, pledging, or agreeing to assign or pledge any part of the Contract Accumulation usually will also be considered a distribution.

Withdrawals of accumulated investment earnings will be taxable as ordinary income. The IRC generally requires withdrawals under your Non-Qualified Contract to be first allocated to investment earnings.

The owner of a Non-Qualified Contract who is not a natural person (such as a corporation or trust) generally must treat any increases in the value of the Contract during the taxable year as income. There are some exceptions to this rule, and a prospective Contractowner who is not a natural person should discuss these potential exceptions with a qualified tax adviser.

The following discussion applies generally to Non-Qualified Contracts owned by a natural person:

Withdrawals. If you make a withdrawal from your Contract, the IRC generally treats the withdrawal as first coming from earnings and then from your Premium(s). Such withdrawn earnings are includable in your income in the calendar year when the withdrawal occurs. In the absence of direct guidance under the IRC, we will treat all payments under the Contract as withdrawals for tax reporting purposes, except as described under “Annuity Payments” below. With respect to FLIO Account Withdrawals, it is possible that the IRS could take a different position and treat the entire amount of the withdrawal as taxable. Please consult your tax adviser for more information about your particular situation.

The Contract Accumulation immediately before a withdrawal occurs may have to be increased by any positive MVA. There is no definitive guidance on the proper tax treatment of MVAs, and you may want to consult a qualified tax adviser if you receive an MVA as part of a withdrawal.

Annuity Payments. Although the tax consequences may vary depending on the annuity payment option you select, in general, only a portion of the annuity payments you receive will be includable in your gross income. In general, the excludable portion of each annuity payment you receive will be determined as follows: by dividing your “investment in the contract” on the annuity commencement date by the total expected value of the annuity payments for the term of the payments. This is the percentage of each annuity payment that is excludable from your gross income.

The remainder of each annuity payment you receive is includable in your gross income. Once your “investment in the contract” has been fully recovered through the receipt of excludable portions of annuity payments, the full amount of any additional annuity payments will be includable in your gross income and will be taxed as ordinary income.

Congress recently enacted legislation providing that payments for at least 10 years or lifetime income payments may be taxed as annuity payments even where they represent only part of the taxpayer’s interest in


TIAA-CREF Investment Horizon Annuity Prospectus		26

the annuity contract. In the absence of further guidance under the IRC, we will generally treat FLIO Payments and payments under guaranteed annuity options as annuity payments for tax reporting purposes. It is possible that FLIO Account Withdrawals could adversely affect the tax treatment of FLIO Payments. Please consult your tax adviser for more information about your particular situation.

If, after the annuity commencement date, annuity payments stop because an Annuitant died, the excess (if any) of your “investment in the contract” as of the annuity commencement date over the aggregate amount of annuity payments received that was excluded from gross income may possibly be allowable as a deduction in your tax return.

FLIO Payments. Congress recently enacted legislation we believe indicates that FLIO payments can generally be treated as annuity payments for tax reporting purposes, and we intend to treat such payments as annuity payments.

FLIO Account Withdrawals. In the absence of guidance from the IRS, we will treat a FLIO Account Withdrawal as taxable only to the extent the sum of (1) the FLIO Account Balance from which the FLIO Account Withdrawal is taken and (2) any positive MVA applied in connection with the FLIO Account withdrawal exceeds remaining premium allocated to the applicable FLIO Account. It is possible that the IRS could treat the entire amount of the FLIO Account Withdrawal as taxable income. In addition, you should be aware that there is uncertainty as to whether a FLIO Account Withdrawal could have an adverse impact on the tax treatment of further and possibly previous FLIO payments. You should consult a tax adviser before requesting a FLIO Account Withdrawal.

Required Distributions. In order for your Contract to be treated as an annuity contract for federal income tax purposes, Section 72(s) of the IRC requires that it contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of the Contractowner. Specifically, Section 72(s) requires that (a) if any Contractowner dies when Income Payments remain due, but prior to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Contractowner’s death; and (b) if any Contractowner dies prior to the Annuity Starting Date, the entire interest in the Contract will be distributed within five years after the date of such Contractowner’s death. However, if the designated Beneficiary is the surviving spouse of the deceased Contractowner (as defined under federal law), the Contract may be continued with the surviving spouse as the new Contractowner. (See “Death Benefits” – “Special Option for Spouses”).

The Contract contains provisions that are intended to comply with these IRC requirements, although no regulations interpreting these requirements have yet been issued. We intend to review the applicable provisions in the Contract and modify them, if necessary, to assure that they comply with the IRC requirements when such requirements are clarified by the IRS, by regulation, or otherwise.

Early Distribution Tax Penalty. The IRC also provides that any amount you receive from your Contract that is included in income may be subject to an IRS tax penalty. The amount of the IRS tax penalty is equal to 10% of the amount that is includable in income. Some withdrawals will be exempt from the tax penalty. They include any amounts:

(1)

paid on or after you reach age 59¹/₂;

(2)

paid after you die;

(3)

paid if the you become totally disabled (as that term is defined in the IRC);

(4)

paid in a series of substantially equal payments made annually (or more frequently) for life or a period not exceeding life expectancy;

(5)

paid under an immediate annuity (as that term is defined in the IRC); or

(6)

that come from purchase payments made prior to August 14, 1982.


		27		TIAA-CREF Investment Horizon Annuity Prospectus

With respect to (4) above, if the series of substantially equal periodic payments is modified (unless the modification is made under permitted exceptions) before the later of your attaining age 59¹/₂ or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax that would have been imposed (the 10% tax penalty) but for the exception, plus interest for the tax years in which the exception was used.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payout option, they are taxed in the same way as annuity payments.

Transfers, Assignments or Exchanges of a Contract. Transferring Contract ownership, pledging the Contract as security for a loan, designating an Annuitant, payee or other Beneficiary who is not also the Contractowner, designating an Annuity Starting Date, or exchanging a Contract can have other tax consequences that we do not discuss here. If you are thinking about any of those transactions, contact a qualified tax adviser.

Multiple Contracts. In determining gross income, Section 72(e) will treat as one contract all TIAA-CREF Life non-qualified and TIAA non-qualified deferred annuity contracts issued to the same contract owner during any calendar year. This treatment could affect when income from withdrawals is taxable and how much might be subject to the 10% IRS tax penalty on earnings (see above). You should consult a qualified tax adviser before buying more than one deferred annuity contract in any calendar year from us and/or TIAA for the purpose of gaining a tax advantage.

Partial 1035 Exchanges. Section 1035 of the IRC provides that a non-qualified annuity contract may be exchanged in a tax-free transaction for another annuity contract. The IRS has also ruled that a partial exchange of an annuity contract, whereby a portion of an annuity contract is directly transferred into another annuity contract, would also qualify as a non-taxable exchange. IRS guidance provides that a distribution from either of the contracts involved in the direct partial exchange within 12 months of the exchange would result in the exchange being treated as a taxable distribution from the first contract, followed by a payment for the second contract, except in limited circumstances, including a lifetime event such as divorce, disability, or loss of employment which occurred between the date of the partial direct exchange and the withdrawal. Contractowners should consult their own qualified tax advisers prior to entering into a partial exchange of an annuity contract.

Medicare Tax. Beginning in 2013, distributions from non-qualified annuity contracts will be considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or the entire taxable portion of distributions (e.g. earnings) to individuals whose income exceeds certain threshold amounts. ) Please consult a tax adviser for more information.

INDIVIDUAL RETIREMENT ANNUITIES AND ACCOUNTS

Traditional and Roth IRAs: You and your spouse can each open a traditional IRA with an annual contribution of up to $5,500 each or by rolling over funds from another IRA or an eligible retirement plan. If you are age 50 or older, you may contribute up to $6,500. The combined limit for your contribution to a traditional IRA and a Roth IRA for a single year is $5,500, or $6,500 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2013; different dollar limits may apply in future years.)

You or your spouse can each open a Roth IRA with an annual contribution of up to $5,500 or with a rollover from another IRA. If you are age 50 or older, you may contribute up to $6,500. The combined limit for your contributions to a traditional IRA and a Roth IRA for a single year is $5,500, or $6,500 if you are age 50 or older, excluding rollovers. (The dollar limits listed are for 2013; different dollar limits may apply in future years.)


TIAA-CREF Investment Horizon Annuity Prospectus		28

Both traditional and Roth IRAs are issued directly to you (or, if applicable, the trustee or custodian of your IRA account). Joint accounts are not permissible.

SEP IRA and SIMPLE IRA. Your employer may offer SEP IRAs (Simplified Employee Pension Plans) and SIMPLE IRAs (Savings Incentive Match Plan for Employees), which are subject to different rules for contributions.

Taxation of Distributions. Distributions from traditional IRAs, SEP IRAs and SIMPLE IRAs generally are subject to federal income tax as ordinary income (except to the extent attributed to any nondeductible contributions you made to the IRA) and you may have to pay an additional 10% early distribution tax on the

taxable amount if you are under age 59¹/₂. For SIMPLE IRAs, the 10% penalty is increased to 25% if the distribution occurs within the first two years after the commencement of your participation in the plan.

Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59¹/₂ (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. You will not have to pay this tax in certain circumstances.

Rollovers or direct transfers among IRAs or eligible retirement plans may not be subject to tax, if certain requirements are met. A rollover from or conversion of a traditional IRA to a Roth IRA is generally subject to tax. You may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years.

Please consult your tax adviser for more information before requesting a distribution.

Minimum Distribution Requirements: For traditional IRAs, SEP IRAs and SIMPLE IRAs, payments must begin by April 1 of the year after you reach age 70¹/₂. If you do not begin distributions on time, you may be subject to a 50% excise tax on the amount you should have received but did not. Roth IRAs are generally not subject to these rules requiring minimum distributions during your lifetime. Your traditional IRA, Roth IRA SEP IRA or SIMPLE IRA is also subject to minimum distribution rules on your death, which may require distribution of the entire interest in your Contract within five years of your death. You or your beneficiary is responsible for requesting distributions that comply with the minimum distribution rules. Please consult your tax adviser for more information.

Transfers, Assignments or Exchanges of a Contract. For any Qualified Contract, transferring Contract ownership, pledging the Contract as security for a loan, or designating an Annuitant, payee or other Beneficiary who is not also the Contractowner, and certain other transactions may have adverse tax consequences.

WITHHOLDING

Distributions are usually subject to withholding for the recipient’s federal income tax liability at rates that vary according to the type of distribution and the recipient’s tax status. However, recipients can usually choose not to have tax withheld from distributions.

POSSIBLE CHARGE FOR TIAA-CREF LIFE’S TAXES

Currently, we do not charge the Contracts for any federal, state, or local taxes on it other than premium taxes (See “The Contract”—“Charges”—“Premium Taxes”), but we reserve the right to charge the Contracts for any tax or other cost resulting from tax laws that we believe should be attributed to the Contracts.


		29		TIAA-CREF Investment Horizon Annuity Prospectus

OTHER TAX ISSUES

Federal estate taxes, Gift and Generation-Skipping Transfer Taxes. While no attempt is being made to discuss in detail the federal estate tax implications of the Contract, you should keep in mind that the value of a Contract owned by a decedent and payable to a Beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the Contract, the value of the annuity included in the gross estate may be the value of the lump sum amount payable to the designated Beneficiary or the actuarial value of the payments to be received by the Beneficiary. You should consult a qualified estate planning adviser for more information.

Under certain circumstances, the IRC may impose a “generation skipping transfer tax” (“GST”) when all or part of a Contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Contractowner. Regulations issued under the IRC may require us to deduct this tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

For 2013, the federal estate tax, gift tax and GST tax exemptions and maximum rates are $5,250,000 and 40%, respectively.

The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Federal Defense of Marriage Act. The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The Federal Defense of Marriage Act (“DOMA”) currently does not recognize same-sex marriages or civil unions, even those which are permitted under individual state laws. Recently, however, several U.S. Court of Appeals and U.S. District Courts held DOMA to be unconstitutional, and the Supreme Court is expected to hear a case on DOMA in 2013.Therefore, it is currently uncertain as to whether spousal continuation provisions in this Contract will not be available to such partners or same-sex marriage spouses. Consult a tax adviser for more information on this subject.

Annuity purchases by residents of Puerto Rico. The Internal Revenue Service has announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States federal income tax.

Annuity purchases by nonresident aliens. The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers who are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships, and trusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

Foreign tax credits. We may benefit from any foreign tax credits attributable to taxes paid by certain funds to foreign jurisdictions to the extent permitted under federal tax law.

Possible tax law changes. Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or otherwise. Consult your tax adviser with respect to legislative developments and their effect on the Contract.


TIAA-CREF Investment Horizon Annuity Prospectus		30

We have the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of any Contact and do not intend the above discussion as tax advice.

TAX ADVICE

What we tell you here about federal and other taxes is not comprehensive and is for general information only. It does not cover every situation. Taxation varies depending on the circumstances, and state and local taxes may also be involved. For complete information on your personal tax situation, you should check with a qualified tax adviser.

TIAA-CREF LIFE INSURANCE COMPANY

Business Overview

We are a stock life insurance company and were organized under the laws of the state of New York on November 20, 1996. We commenced operations under our former name, TIAA Life Insurance Company, and changed our name on May 1, 1998. Our headquarters are located at 730 Third Avenue, New York, NY 10017-3206. We are a wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). We are subject to regulation by the New York Department of Financial Services as well as by the insurance regulatory authorities of all the states and certain other jurisdictions. We are licensed to issue life insurance and annuity products in all 50 states and the District of Columbia.

Our primary products are annuities, life insurance, funding agreements and separate account guaranteed interest contracts (“SAGIC”). The annuities and life insurance products are marketed directly to individuals or to individuals through an insurance group trust while the funding agreements are issued directly to states and to institutions. The SAGIC product is an unallocated, non-participating deposit type contract in the separate account and is designed as an investment vehicle offered to trustees and/or plan sponsors of stable value funds. Our individual products are available to the general public. We market primarily to the individuals who own retirement annuities or insurance policies issued by our parent, TIAA, and beginning May, 2012, TC Life expanded its marketing reach beyond its historic TIAA customer base to target general public prospects that may not have any affiliation with TIAA or TC Life, using independent third party insurance distributors. TIAA provides retirement annuities and insurance coverage to more than 3.9 million active and retired individuals primarily at more than 15,000 educational, research, and cultural institutions, other nonprofit organizations and certain governmental entities across the United States.

We operate four primary business segments, which are defined as our major products: Individual Annuities, Life Insurance, Funding Agreements and SAGIC. Additional information concerning our business segments may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included herein.

Individual Annuities

The Individual Annuities business segment issues (and provides customer service for) a number of individual after-tax annuity products. We distribute our annuity products through non-commissioned agents appointed by us. Those agents selling variable annuities and/or modified guaranteed annuities are also registered representatives of our affiliated broker-dealers. We offer both flexible premium deferred annuities and single premium immediate annuities.

Our variable annuities offer contract owners the opportunity to invest in various investment subaccounts of the separate accounts, based on the contract owners’ investment allocation decisions, while some of the variable annuities also offer a fixed account option through our general account, which guarantees principal and a minimum interest rate. The separate accounts that support our variable annuities are registered with the United States Securities and Exchange Commission (“SEC”) as unit investment trusts, and their assets are invested in corresponding portfolios of the TIAA-CREF Life Funds, a Delaware statutory trust registered with the SEC under the Investment Company Act of 1940 (File No. 811-08961) as an open-end management investment company, or in other, non-proprietary funds.


		31		TIAA-CREF Investment Horizon Annuity Prospectus

At December 31, 2012, the general account reserves associated with our outstanding individual annuities were approximately $1,305.1 million, and total separate account liabilities associated with outstanding variable annuities were approximately $1,694.9 million.

Life Insurance

The Life Insurance business segment distributes term life insurance, universal life insurance and variable universal life insurance. We sell our life insurance products through non-commissioned agents appointed by us and through commissioned agents appointed by us but who operate under distribution agreements between us and the independent distribution agencies with which they are affiliated. Those non-commissioned agents selling variable insurance products are also registered representatives of our affiliated broker-dealers. Those commissioned independent agents selling variable insurance products are also registered representatives of independent broker dealers who enter into selling agreements with our affiliated principal underwriting broker-dealer. Our primary marketing efforts for term life insurance products involve direct mail and an Internet web site to direct potential policyholders to a call center staffed by licensed agents.

The term life insurance product line includes annually renewable term and level premium term life insurance policies, both of which offer level death benefit coverage until the policies’ expiration dates. Universal life insurance policies include single life and last survivor individual non-participating flexible premium adjustable life insurance contracts. Variable universal life insurance policies include single life and last survivor individual non-participating flexible premium variable life insurance contracts. Assets associated with variable universal life insurance policies are held in various investment subaccounts of separate accounts, based on policyholders’ investment allocation decisions. Those separate accounts are registered with the SEC as unit investment trusts, and their assets are invested in the corresponding portfolios of the TIAA-CREF Life Funds or in other, non-proprietary funds.

Underwriting. We establish underwriting policies for risk selection and classification. The information that we use to perform our underwriting includes information from the insurance application, inspection reports, attending physician statements, medical examinations or other pertinent information. This information is then used to determine whether we will issue the policy as applied for or other than applied for (i.e., with modifications that are acceptable to us), or whether we will reject the insurance application. The various requirements for the information that we use in our underwriting vary by the age of the applicant and by the amount of coverage being requested. For certain risks, we may also use reinsurers to assist us in the evaluation of the risk.

Reinsurance. We use reinsurance to manage risk by ceding (i.e., transferring) some of our insurance reserve liabilities to other insurance and reinsurance companies. Even when we enter into a reinsurance contract with another insurance or reinsurance company, we will retain liability with respect to ceded insurance should the reinsurer fail to meet its obligations. Our maximum retention is $1.5 million for one insured life and $2.5 million for two insured lives for contracts issued prior to June 27, 2006, and $5.0 million for one insured life and $9.0 million for two insured lives for contracts issued on or after June 27, 2006. For contracts issued after May 1, 2012, our maximum retention is $15 million on one insured live and $20 million for two insured lives. Our maximum retention is less for certain issue ages and underwriting classifications.

At December 31, 2012, we had total life insurance in force of approximately $22.9 billion, of which approximately $22.5 billion was ceded through reinsurance. At December 31, 2012, total policy reserves held in our general account associated with life insurance policies in force on that date were approximately $270.1 million, and separate account liabilities associated with outstanding variable universal life policies were approximately $65.6 million.

Funding Agreements

Our Funding Agreements business segment currently focuses on providing non-participating flexible premium funding agreements, which are issued from our general account, to support education-related investment and/or


TIAA-CREF Investment Horizon Annuity Prospectus		32

savings programs sponsored by various states. Several states sponsor a 529 college savings plan (named after section 529 of the Internal Revenue Code (“IRC”)), and each plan is a tax-advantaged investment and savings program designed to encourage account owners to save for the future higher education expenses of a designated beneficiary. Some states offer a guaranteed option to those investing in the state’s college savings plan, and we provide funding agreements to certain states to support their guaranteed option, which guarantees a return of account owners’ principal, with interest. We can also make available a funding agreement to any state that provides a state scholarship program for those seeking higher education.

We currently have funding agreements with eleven states including California, Connecticut, Georgia, Kentucky, Michigan, Minnesota, Mississippi, Oklahoma, Oregon, Vermont, and Wisconsin. There are 37 funding agreements in ten states that have current state 529 plans, and a funding agreement for the California scholarship program, that receives no new funds but is covered under a separate management agreement that runs until mid-2015.

Separate Account Guaranteed Interest Contracts

TC Life issued its first SAGIC contract in 2012. The contracts will generally be issued to the trustees of stable value funds (commingled and custom single client funds) and will represent one of the funding vehicles of such funds. The contracts may also be issued directly to defined contribution plan sponsors (or the trustee for the plan) in order to be used as a funding vehicle for the stable value option offered to the plan’s participants. Deposits on the SAGIC product totaled $725.0 million in 2012.

Additional Business Considerations

In addition to the preceding description of the products that we distribute through our three primary business segments, there are other elements of our business operations that may affect our operating performance and our financial condition.

Investments

Our general account investment portfolio primarily consists of bonds, stocks, and mortgage loans secured by commercial real estate, cash, short-term investments and other long-term investments. Our total assets were approximately $5,656.3 million at December 31, 2012. Of this total amount, the assets in the separate accounts equaled approximately $1,789.8 million, and those in the general account equaled approximately $3,866.5 million. Our overall general account portfolio quality was very high with 98.5% of our total invested assets classified as investment grade with approximately 1.5% of our portfolio below investment grade.

The selection and management of our general account investment portfolio reflect the asset/liability analyses that we perform for our various business segments and the specific products that they issue. Our investment objective is to earn the highest possible rates of return within reasonable risk parameters while ensuring a prudently diversified portfolio.

The Notes to “TIAA-CREF Life Insurance Company’s Statutory-Basis Financial Statements,” included herein, contain additional information about our investment portfolio and explain how we value each asset class under the statutory accounting principles that we follow, in accordance with the insurance regulatory framework with which we must comply.

Policy Liabilities and Accruals

The applicable state insurance laws under which we operate require that we record policy liabilities to meet the future obligations associated with all of our outstanding policies. These liabilities are calculated in accordance with such applicable state insurance laws and are the amounts that allow us to make adequate provision for the anticipated future cash flows required by our contractual obligations on all outstanding policies. These state insurance laws specify the calculation method(s), mortality rates and interest rates that we are required to use, in order to determine the minimum required liabilities for the various policy types that we issued and have outstanding.


		33		TIAA-CREF Investment Horizon Annuity Prospectus

Federal Income Tax Consequences

Our earnings are subject to the federal corporation income tax, and the IRC contains specific tax treatment for the operations of life insurance companies. We are taxed by the federal government in many areas in a manner similar to companies in other industries, but restrictions specifically apply to the combining, in a consolidated U.S. income tax return, of life insurance company taxable income with non-life insurance company taxable losses.

Employees

We do not currently have any employees. Our operational needs are provided by TIAA and certain of its direct and indirect wholly-owned subsidiaries, pursuant to various service, investment management, administrative, selling and distribution agreements, or by third party service providers under separate agreements. Under the agreements with TIAA and its subsidiaries, we reimburse TIAA (and TIAA reimburses its applicable subsidiaries) for certain costs associated with providing these services. We believe that such services are most efficiently performed in this manner to meet our operational needs and that we, thereby, avoid duplicate costs among us, TIAA, and its applicable subsidiaries.

Properties

The Company has no business offices. Our business activities are transacted in facilities owned by TIAA in New York and North Carolina pursuant to an inter-company service agreement between the two companies.

Summary Information and Risk Factors

The operating results of insurance and annuity companies have historically been subject to significant fluctuations. The potential risk factors that could affect our future results include, but are not limited to, general economic conditions and the trends and uncertainties that are discussed more fully below.

We operate in a mature, highly competitive industry and that could limit our ability to gain or maintain our competitive position in the industry, which could negatively affect our future profitability.

The life insurance and annuity industry in which we operate is a very mature industry and is highly competitive, with many companies of varying sizes offering products that are similar to ours and distributing them through a variety of marketing channels. We compete in the sale of our products with a large number of insurance companies, investment management firms, mutual fund companies, banks and other types of competitors. Many of the entities with whom we compete are larger, have been established for a longer period of time, have broader distribution channels and/or have more resources than we do. Furthermore, larger competitors may be better able than we are to lower their operating costs or have a better ability to absorb greater risk, while maintaining their financial strength ratings, which may allow them to price their products more competitively.

We offer life insurance protection products, cash value accumulation life insurance products and annuity products designed to meet the demands of an aging population with evolving retirement savings and wealth protection needs.

Competition in each of our businesses is based on a number of factors, which include investment performance, efficiency and ease of distribution, servicing capability, range of products, product quality, features and innovation, competitive fees, financial strength and organizational reputation. Our competitive strengths include our low expenses, historically high credited interest rates, good customer service and, for certain of our products, low liquidity demands, which permit us to invest the related assets in less liquid, longer-term, higher yielding investments, which in turn improves our ability to deliver strong long-term investment performance. We believe that we are well positioned to maintain and even increase our market position in the face of this competition; however, there are risks to our ability to meet that goal. Our continued ability to compete depends upon many internal and external factors that may affect us. Some of the internal factors that may affect our future competitiveness include our ability to market to target customers, our ability to effectively market to


TIAA-CREF Investment Horizon Annuity Prospectus		34

fee-based financial advisors and to independent insurance agents, our ability to develop and maintain competitive products, our ability to maintain an appropriate cost structure and our ability to maintain strong financial strength ratings from the nationally recognized rating agencies. Some of the external factors that may affect our future competitiveness include potential changes in the tax treatment of the products that we offer, changes in the relative competitive strengths of the other entities in our marketplace, and the continuing evolution of financial products and services offered by our competitors.

Substantial regulation of the insurance and annuity industry may adversely affect our business.

We are licensed to transact our life insurance and annuity business in all 50 states and the District of Columbia, and we are subject to substantial government regulation in each of the jurisdictions in which we are licensed. Such regulation includes, among others, the authority to grant or revoke operating licenses and to regulate premium rates, benefits, marketing and sales practices, advertising, the form and content of policy forms, underwriting standards, deposits of securities, investments, accounting practices and the maintenance of specified reserves and capital adequacy. Such regulation is concerned primarily with the protection of contract owners rather than stockholders or general creditors.

Most jurisdictions also have laws requiring companies like us to participate as members of their life and health insurance guaranty associations. These associations levy assessments on all member insurers based on the proportionate share of the premiums written by each member in the lines of business in which an impaired or insolvent insurer is engaged. While the amount of future assessments cannot be accurately predicted, we may be required to allocate funds to satisfy unanticipated assessments in the future, and that could adversely affect our results of operations for the period when those assessments occur.

We are required to file detailed annual statutory-basis financial statements with supervisory agencies in each of the jurisdictions in which we are licensed. We are also subject to examination by such agencies at regular intervals.

As life insurers introduce new and often more complex products, regulators may refine capital requirements and introduce new reserving standards for the life insurance industry. Regulations recently adopted or currently under review can potentially impact the reserving/capital requirements and marketing/sales practices for certain products, particularly variable annuities and the optional guaranteed benefits offered with these products.

If an insurer’s risk-based capital falls below specified levels, the insurer would be subject to different degrees of regulatory action, depending upon the level. Possible regulatory actions range from requiring the insurer to take actions to correct the risk-based capital deficiency to placing the insurer under regulatory control.

While the life insurance industry is primarily regulated at the state level, some products are also subject to federal regulation. Various federal and state securities regulators and self-regulatory organizations, such as the SEC and the Financial Industry Regulatory Authority (“FINRA”), continue to review and, in many cases, adopt changes to their established rules and policies in areas such as corporate governance, mutual fund trading, mutual fund and variable annuity distribution practices, disclosure practices and auditor independence that can impact the insurance industry.

In recent years, various legislative proposals have also been introduced in Congress that called for the federal government to assume some role in the regulation of the insurance industry. To date, none of the Congressional proposals has been enacted. We cannot predict what form any such future proposals might take or what effect, if any, such proposals might have on us if enacted into law. Any legislation that increases government regulation of the industry may have an adverse effect on our operations. Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase both our direct and indirect compliance-related costs and other expenses of doing business, thus potentially having a material adverse effect on our financial results.


		35		TIAA-CREF Investment Horizon Annuity Prospectus

Future changes in laws and regulation, including the tax treatment of the products we sell, may adversely affect our business.

federal legislation, administrative policies and court decisions can significantly and adversely affect our business in relation to product tax issues and taxation generally. For example, the following events could adversely affect our business:

•

Changes in tax laws that would reduce or eliminate the tax-deferred accumulation of earnings on the premiums paid by the holders of annuities and life insurance products;

•

Repeal of the federal estate tax; or

•

Changes in the availability of individual retirement accounts.

Existing federal laws and regulations affect the taxation and, as a result, the relative attractiveness of the products that we issue. Income tax on investment earnings during the accumulation period of certain life insurance and annuity products is generally deferred for contract owners. This favorable tax treatment may give certain of our products a competitive advantage over other, non-insurance products. To the extent that the IRC may be revised in the future to reduce or eliminate the tax-deferred advantage of life insurance and/or annuity products, or may be revised to create or increase the tax-deferred treatment of competing products, all life insurance companies could be adversely affected with respect to their ability to sell life insurance and/or annuity products. Also, depending upon any grandfathering provisions that may be created if the IRC were revised to reduce or eliminate the tax-deferred advantage of life insurance and/or annuity products, we could be adversely affected by the surrenders of existing annuity contracts and/or life insurance policies.

Additionally, if enacted, currently proposed changes in the federal tax law that would establish new tax-advantaged retirement and life savings plans could reduce the relative tax advantage of investing in life insurance and/or annuity products. Such proposals include changes that may create new non-insurance vehicles for tax-exempt savings.

We cannot predict what changes, if any, to existing tax law, or the relevant interpretations of such tax law, may ultimately be enacted or adopted, and, as a result, we cannot predict whether any such changes will adversely affect the future taxation of our operations.

A downgrade in our ratings from the nationally recognized rating agencies could materially and adversely affect many aspects of our business.

Ratings from the nationally recognized rating agencies are an important factor in the competitive positioning of life insurance and annuity companies. A downgrade in our ratings could have a material adverse effect on our business, financial condition and operating results. In addition, a downgrade in the our ratings could adversely affect (i) our ability to sell certain of our products and (ii) the returns on the insurance and annuity products we issue and, ultimately, (iii) the results of our operations. Rating agencies regularly review the operating performance and financial condition of insurers, including us. Rating agencies assign ratings based upon several factors. While most of the factors relate to the rated company, some of the factors relate to the views of the rating agency about the rated company’s industry, general economic conditions and circumstances outside the rated company’s control. In addition, rating agencies use various models and formulas to assess the strength of a rated company, and may, from time to time, alter their models. Changes to the rating agencies’ models could impact the rating agencies’ judgment of the rating to be assigned to the rated company. We cannot predict what actions the rating agencies may take in the future or how those actions could affect us.

A downgrade in TIAA’s ratings from the nationally recognized rating agencies could materially and adversely affect many aspects of our business.

We have a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that we will have the greater of (a) capital and surplus of $250.0 million, (b) the amount of capital and surplus necessary to maintain our capital and surplus at a level not less than 150% of the National Association of Insurance Commissioners (“NAIC”) Risk Based Capital model or (c) such other amount as necessary to


TIAA-CREF Investment Horizon Annuity Prospectus		36

maintain our financial strength ratings from the nationally recognized rating agencies at least the same as TIAA’s ratings at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any of our contract owners with recourse to TIAA.

The risks noted above about a downgrade in our ratings from the nationally recognized rating agencies are also applicable to TIAA, and a downgrade in TIAA’s ratings could have a material adverse effect on us because of the terms of the financial support agreement that we have with TIAA. Under one of the provisions of that financial support agreement, TIAA will provide financial support to us as necessary to maintain our financial strength rating at least the same as TIAA’s rating at all times. TIAA’s Statutory-Basis Financial Statements are included in our Form S-1 Registration Statement filed with the SEC.

Our operating results may be negatively affected in the future if actual experience differs from the assumptions and estimates that management used in underwriting and distributing our products.

Our product pricing includes long-term assumptions regarding investment returns, mortality, morbidity, persistency, operating costs and other expenses of our business. We establish target returns for each product based upon these factors and the average amount of capital that we must hold to support in-force contracts, to satisfy rating agencies’ expectations and to meet regulatory requirements. We monitor and manage our pricing and overall sales mix to achieve target returns on a portfolio basis. Profitability from new business emerges over a period of years depending on the nature and life of the product and is subject to variability as actual results may differ from pricing assumptions.

Our profitability depends on the adequacy of investment margins, the management of market and credit risks associated with our investments, the sufficiency of premiums and contract charges to cover mortality and morbidity benefits, the persistency of policies to ensure recovery of acquisition expenses and the management of operating costs and expenses within anticipated pricing allowances. Legislation and regulation of the insurance marketplace and products could also affect our profitability.

Our ability to maintain our competitive cost structure is dependent upon us generating a sufficient level of new sales and achieving our projected persistency of existing business.

Our ability to maintain our competitive cost structure is dependent upon a number of factors, such as us generating a sufficient level of new sales, achieving our projected persistency (i.e., continuation or renewal) of existing business and achieving successful expense management. A decrease in sales or persistency without a corresponding reduction in expenses may result in higher unit costs, which could adversely affect our results of operations.

Interest rate fluctuations and market volatility may affect sales of our products and the profitability of our businesses.

Fluctuations in interest rates, volatility in the securities markets and other economic factors may adversely affect the sales of our products. For example, a decline in market interest rates may result in lower crediting rates on our products, which may adversely affect the desirability of these products to potential customers. Additionally, a protracted period of strong performance of the equity markets could adversely impact the popularity and sales of our fixed annuity products. The level of volatility in the investment markets in which we invest and our overall investment returns also impact our profitability. The profitability of many of our products, and, in particular our annuity products, depend in large part on our ability to manage the spread between the interest rates that we earn on our investments and the interest rates that we credit to holders of our annuity and life insurance products. As markets become more volatile, it can become increasingly difficult to maintain our anticipated spreads. There can be no assurance that we will be able to successfully manage our spread risk in the future. If we are unable to achieve the interest rate spreads that we projected in pricing our products, our operating performance will be adversely affected.

Additionally, our asset/liability management programs and procedures incorporate assumptions about the relationship between short-term and long-term interest rates (i.e., the slope of the yield curve). In general


		37		TIAA-CREF Investment Horizon Annuity Prospectus

terms, our results are improved when the yield curve is positively sloped (i.e., when long-term interest rates are higher than short-term interest rates), and will be adversely affected by a flat or negatively sloped yield curve. Our asset/liability management programs and procedures also incorporate assumptions about the relationships between risk-adjusted and risk-free interest rates, market liquidity and other factors. The effectiveness of our asset/liability management programs and procedures may be negatively affected whenever actual results differ from the assumptions that we used.

Equity market volatility and downturns in the equity markets could negatively impact our business.

Significant downturns and volatility in the equity markets could have an adverse effect on our financial condition and results of operations in three principal ways. First, equity market downturns and volatility may discourage purchases of separate account products, such as variable annuities and variable life insurance, because these products have investment returns linked to the performance of the equity markets. Significant downturns and volatility in the equity markets may also cause some of our existing customers to withdraw their cash values or reduce additional investments in those products.

Second, downturns and volatility in the equity markets can have an adverse effect on the revenues that we receive from our separate account products. Because these products generate fees generally from the value of the assets under management, a decline in the equity markets could reduce the value of the investment assets that we manage, thereby reducing our revenues.

Finally, all of our variable annuity products include provisions for guaranteed minimum death benefits that are dependent on or are tied to the investment performance of the assets held within the variable annuity. A significant equity market decline could result in declines in customer account values which could increase our obligation to make payments under guaranteed minimum death benefits in connection with variable annuities. An unexpected increase in such payments could have an adverse effect on our financial condition and results of operations.

Our investments are subject to market and credit risks.

Our invested assets and derivative financial instruments are subject to the risks of credit defaults and changes in market values. Additionally the value of our commercial mortgage loan portfolio depends, in part, on the financial condition of the tenants occupying the properties that we have financed and the strength of the commercial real estate market, both generally and in the specific markets where the financed properties are located. Factors that may affect the overall default rate on and market value of our invested assets, derivative financial instruments and mortgage loans include market interest rate levels, financial market performance and general economic conditions, as well as particular circumstances affecting the businesses of individual borrowers and tenants.

We could be forced to sell investments at a loss to pay contract benefits, cover contract owner withdrawals, or fund maturities.

Many of the products that we offer allow contract owners to withdraw their funds under defined circumstances, often without penalties. We manage our liability structure and configure our investment portfolio to maintain sufficient liquidity to support anticipated withdrawal demands, to pay contract benefits and to fund contract maturities. While we own a significant amount of liquid assets, a certain portion of our assets are relatively illiquid. If we experience unanticipated withdrawal, benefit payment or surrender activity, we could exhaust the liquid assets and be forced to liquidate other assets, perhaps on unfavorable terms and incur losses. If we are forced to dispose of assets on unfavorable terms and incur losses, it could have an adverse effect on our financial condition.

We are dependent on the performance of others.

In addition to our reliance on the financial and administrative performance of our reinsurers, which we describe in the next section, our business and operating results may be affected by the performance of others because we have entered into various arrangements involving services provided by other parties. For example, we distribute life insurance products through independent distributors where we do not control their activity as


TIAA-CREF Investment Horizon Annuity Prospectus		38

we do with our captive employee agents. Also, a substantial portion of our business is administered by third parties on our behalf. Because certain of these other parties may act on our behalf or represent us in various capacities, we may be held responsible for obligations that arise from the acts or omissions of these other parties. Additionally, our business operations are dependent on various technologies, some of which are provided and/or maintained by other parties.

As with all financial services companies, our ability to conduct business is dependent upon consumer confidence in the industry and in our products. The future actions of our competitors and the potential financial difficulties of other companies in the industry could undermine consumer confidence and adversely affect our retention of existing business and the future sales of our life insurance and annuity products.

Our reinsurers could fail to meet assumed obligations, significantly increase their reinsurance rates, or be subject to adverse developments that could adversely affect our business, our operating results or our organizational reputation.

We cede (i.e., transfer) material amounts of life insurance coverage sold by us to other insurance companies through reinsurance and transfer the related assets to our reinsurers. Notwithstanding the transfer of the related assets, we remain liable with respect to the ceded insurance coverage should any reinsurer fail to meet the obligations assumed by it. Therefore, the financial failure of one or more of our reinsurers could negatively impact our earnings and financial position.

Our ability to compete in the insurance industry is dependent on the availability of reinsurance or other substitute capital market solutions. Our premium rates are based, in part, on the assumption that reinsurance will be available to us at a certain cost. Under certain reinsurance agreements, the reinsurer may prospectively increase the rate it charges us for the reinsurance that we have ceded to the reinsurer. Therefore, if the cost of reinsurance were to increase, or if reinsurance were to become unavailable and if alternatives to reinsurance were not available to us, our profitability could be adversely affected.

In recent years, the number of life reinsurers has decreased as the reinsurance industry has continued to consolidate. Access to reinsurance has become more costly for us as well as for the insurance industry in general. This could have a negative effect on our ability to compete successfully in the future. The decreased number of participants in the life reinsurance market also results in an increased concentration risk for insurers, including us. If the reinsurance market further contracts, our ability to continue to offer our products on favorable terms could be adversely impacted.

Financial service companies are frequently the targets of litigation, including class action litigation, which could result in substantial judgments. Although we are not currently involved in any significant litigation, there can be no assurance that material litigation will not arise in the future.

We may become subject to class action and individual lawsuits alleging, among other things, issues relating to sales or underwriting practices, claims payments and procedures, product design, product disclosure, administration, denial or delay of benefits, charging excessive or impermissible fees on products, recommending unsuitable products to customers and breaching fiduciary or other duties to customers. Plaintiffs in class action and other lawsuits may seek very large or indeterminate amounts, including punitive and treble damages, which may remain unknown for substantial periods of time. While we are not a party to any current litigation that could have a material adverse effect on us, litigation may arise in the future that may result in material financial losses or require significant management resources.

We are also subject to various regulatory inquiries, such as information requests, subpoenas and examinations of our books and records, by state and federal regulators and other authorities. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action, or investigation, we could suffer significant reputational harm, which could also have an adverse effect on our business, financial condition and results of operations.


		39		TIAA-CREF Investment Horizon Annuity Prospectus

Our computer systems (or those of our service providers) may fail or their security may be compromised, which could damage our business and adversely affect our financial condition and results of operation.

Our business is highly dependent upon the effective operation of our computer systems and those of our affiliated and unaffiliated service providers. We rely on these systems throughout our business for a variety of functions, including processing applications and claims, providing information to customers, regulatory bodies and distributors, performing actuarial analyses and maintaining our financial records. Despite our implementation of what we consider to be prudent security and back-up measures, our computer systems and those of our business partners may be vulnerable to physical or electronic intrusions, computer viruses or other attacks, programming errors and similar disruptive problems. The failure of these systems for any reason could cause significant interruptions to our operations, which could result in a material adverse effect on our business, financial condition or results of operation.

We retain confidential information in our computer systems and those of our service providers, and we rely on sophisticated commercial technologies to maintain the security of those systems. Anyone who is able to circumvent our security measures and/or penetrate our computer systems and/or those of our service providers could access, view, misappropriate, alter, or delete any information in the systems, including personally identifiable customer information and proprietary business information. An increasing number of states require that customers be notified if a security breach results in the disclosure of personally identifiable customer information. Any compromise of the security of our computer systems and those of our service providers that results in inappropriate disclosure of personally identifiable customer information could damage our reputation in the marketplace, deter people from purchasing our products, subject us to significant civil and criminal liability and require us to incur significant technical, legal and other expenses.

We are exposed to unanticipated risks, such as natural disasters, pandemics and malicious or terrorist acts, which could adversely affect our operations.

While we have implemented what we believe are prudent risk management and contingency plans and have taken other preventive measures and precautions, we could still be affected by scenarios that could have an adverse effect on us. In addition, our policies and procedures to identify, monitor and manage risks may not be fully effective. Many of our methods of managing risk and exposures are based upon historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than historical measures would indicate. Other risk management methods depend on the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us; however, this information may not always be accurate, complete, up-to-date or properly evaluated.

A natural disaster (such as hurricanes, floods, earthquakes and tornadoes), a pandemic, or an outbreak of an easily communicable disease could adversely affect our mortality or morbidity experience or that of our reinsurers. Such events could also have an adverse effect on lapses and surrenders of existing policies, as well as a reduction in the sales of new policies. In addition, we are exposed to various risks arising from man-made disasters, including acts of terrorism, malicious acts and military action. All of these types of risks may adversely affect our results of operations and financial condition. For example, the possible macroeconomic effects of such events could also adversely affect our investment portfolio. Additionally, the disruption of our normal business operations due to catastrophic property damage, loss of life, or disruption of public and private infrastructure, including communications and financial services, could have a negative effect on us. While we have a business continuation and crisis management plan, there is no assurance that our plan and insurance coverages would be completely effective in mitigating any negative effects on our operations or profitability in the event of such a disaster.

We may be exposed to risks in the future that we have not yet identified or that we do not currently consider to be material risks.

The preceding risks may not be the only risks facing us in the future. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may adversely affect our business, financial condition and/or operating results in the future.


TIAA-CREF Investment Horizon Annuity Prospectus		40

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

There is no established public trading market for our common stock. All of our outstanding shares are owned by TIAA. As of April 24, 2012, we had issued and outstanding 2,500 shares of common stock, $1,000 par value per share.

Insurers are subject to various state statutory and regulatory restrictions on the insurers’ ability to pay dividends. Under the New York Insurance Law, we are permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains).

In 2012, 2011 and 2010, we paid no dividends on our common stock to TIAA. We have no plans to pay dividends in 2013.

GENERAL MATTERS

TELEPHONE AND INTERNET

To speak with a customer service representative to make requests related to your Contract or to obtain more information, you can call the Administrative Office at 877-694-0305.

You can also use the TIAA-CREF Web Center’s account access feature to check your Contract Accumulation. You will be asked to enter your Contract number and social security number. To use the Web Center’s account access feature, access the TIAA-CREF Internet home page at www.tiaa-cref.org.

CONTACTING TIAA-CREF LIFE

We will not consider any notice, form, request, or payment to have been received by us until it reaches our Administrative Office. You can ask questions by calling toll-free 877-694-0305.

ELECTRONIC PROSPECTUSES

If you received this prospectus electronically and would like a paper copy, please call 877-694-0305, and we will send it to you.

DELAYS IN PAYMENTS

We have the right to defer withdrawals from the Short Term Holding Account for up to six months. If we defer such withdrawals for 10 or more Business Days, we will credit interest to such amounts at the rate we are currently crediting to the Short Term Holding Account, but not less than your Contract’s minimum guaranteed interest rate. If, at any time, applicable state law requires the crediting of a higher rate of interest, we will credit such higher rate.

HOUSEHOLDING

To cut costs and eliminate duplicate documents sent to your home, we may begin mailing only one copy of the prospectus, prospectus supplements, or any other required documents, to your household, even if more than one Contractowner lives there. If you would prefer to continue receiving your own copy of any of these documents, you may write us or call us toll-free at 877-694-0305.


		41		TIAA-CREF Investment Horizon Annuity Prospectus

SIGNATURE REQUIREMENTS

For some transactions, we may require your signature to be notarized or guaranteed by a commercial bank or a member of a national securities exchange.

ERRORS OR OMISSIONS

We reserve the right to correct any errors or omissions on any form, report or statement that we send to you.

LOANS

Loans are not available under your Contract.

OTHER ADMINISTRATIVE MATTERS

The Contract and the completed application are the entire contractual agreement between you and TIAA-CREF Life. We will issue the Contract in return for your completed application and the first Premium. Any endorsement to or amendment of the Contract or waiver of any of its provisions will be valid only if in writing and signed by an executive officer or a registrar of TIAA-CREF Life. All benefits are payable at our home office at 730 Third Avenue, New York, NY 10017-3206 or at our Administrative Office.

ASSIGNMENT OF CONTRACTS

For Non-Qualified Contracts, you may not assign the entire Contract. Subject to our prior approval of your written notice and request to us, you may assign available Contract Accumulation (which is Contract Accumulation not already subject to an assignment). (Once Contract Accumulation is applied to a FLIO account, it is no longer Contract Accumulation.) We assume no responsibility for the validity of any assignment of Contract Accumulation, nor will notice to us of any assignment be effective unless it is in writing and has been received in good order and approved by us. The rights of the Contractowners, Annuitant, any Second Annuitant, any Beneficiaries and any other person to receive benefits under your Contract will be subject to the terms of any assignment. You should consult a qualified tax adviser before making any assignment of your Contract. We reserve the right to restrict any such assignment of Contracts in our sole discretion on a non-discriminatory basis, except where any such restriction would be prohibited by state law. You may not assign annuity payments. FLIO Account Balance and FLIO Payments also may not be assigned.

For Qualified Contracts, neither you nor any other person may assign, pledge, or transfer ownership of the Contract or any benefits under its terms. Any such action will be void and of no effect.

PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.

We reserve the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that is not a natural person. TIAA-CREF Life will not be responsible for the conduct of any executor, trustee, guardian, or other third party to whom payment is made.

BENEFITS BASED ON INCORRECT INFORMATION

If the amounts of benefits provided under a Contract were based on information that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by us, appropriate adjustments will be made. Any amounts so paid or charged will include compound interest at the effective rate of 6% per year.

PROOF OF SURVIVAL

We reserve the right to require satisfactory proof that the Annuitant, FLIO Annuitant, Second Annuitant, FLIO Second Annuitant, or anyone named to receive benefits under a Contract is living on the date payment is due. If this proof is not received in good order after a request in writing, we will have the right to make reduced


TIAA-CREF Investment Horizon Annuity Prospectus		42

payments or to withhold payments entirely until such proof is received. If under a Two-Life Annuity we have overpaid benefits because we were not notified of a death, we will reduce or withhold subsequent payments until the amount of the overpayment, plus compound interest at the rate of 6% per year, has been recovered.

PROTECTION AGAINST CLAIMS OF CREDITORS

The benefits and rights accruing to you or any other persons under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law.

PROCEDURES FOR ELECTIONS AND CHANGE

You have to make any changes or elections under the Contract in a form acceptable to us at our home office at 730 Third Avenue, New York, NY 10017-3206 or at our Administrative Office. If you send us a notice changing your Beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed by you, even if you then die before the notice actually reaches us. Any other notice will take effect as of the date we receive it. If we take any action in good faith before we receive a valid notice, we will not be subject to liability even if our acts were contrary to what you told us in the notice. If a joint owner has been named and both owners are living, authorization from both owners is required for changes and transactions other than the allocation of Premiums.

REPORTS

At least once each year, we will send you a report showing your current Contract Accumulation, FTD Values, interest credited, surrender charges deducted and MVAs applied, if any, during the period covered by the report, and any other information required by law.

RELIANCE ON EXEMPTION FROM 1934 ACT REPORTING

We are relying on Rule 12h-7 under the Securities Exchange Act of 1934 (the “1934 Act”), which provides an exemption from the reporting requirements of Sections 13 and 15(d) of the 1934 Act.

OTHER INFORMATION

Every state has some form of unclaimed property laws that impose varying legal and practical obligations on insurers and, indirectly, on Policy Owners, Insureds, Beneficiaries and other payees of proceeds. Unclaimed property laws generally provide for escheatment to the state of unclaimed proceeds under various circumstances.

Policy Owners are urged to keep their own, as well as their Insureds’, Beneficiaries’ and other payees’, information up to date, including full names, postal and electronic media addresses, telephone numbers, dates of birth, and social security numbers. Such updates should be communicated in writing to TIAA-CREF Life Insurance Company, Administrative Office, P.O. Box 724508, Atlanta, Georgia 31139, by calling us between the hours of 8:00 a.m. and 6:00 p.m. ET, Monday-Friday, at 877 694-0305, or 24 hours a day via our website www.tiaa-cref.org.

DISTRIBUTION OF THE CONTRACTS

We offer the Contracts to the public on a continuous basis. We anticipate continuing to offer the Contracts but reserve the right to discontinue the offering.

The Contracts are offered by TIAA-CREF Individual & Institutional Services, LLC, (“TC Services”) a wholly-owned subsidiary of TIAA. TC Services is registered with the SEC as a broker dealer, and is a member of the Financial Industry Regulatory Authority, or FINRA. TC Services may also enter into selling agreements with affiliated entities or with third parties to distribute the Contracts. TC Services may be considered the “principal underwriter” for interests in the Contract. Anyone distributing the Contracts must be a registered representative of TC Services or have entered into a selling agreement with TC Services. The main offices of TC Services are at 730 Third Avenue, New York, NY 10017-3206. No commissions are paid in connection with the distribution of the Contracts, although we will reimburse TC Services from our General Account assets for all


		43		TIAA-CREF Investment Horizon Annuity Prospectus

reasonable costs and expenses incurred by TC Services in connection with distributing the Contracts. (We will make the cost and expense reimbursements to TIAA, and TIAA will remit the cost and expense reimbursements to TC Services.) We intend to recoup the cost and expense reimbursements that we make to TC Services through a portion of the investment spread that we expect to earn between the investment of Premiums and the interest that we will credit to the Contracts.

LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties are the subject.

EXPERTS

PricewaterhouseCoopers LLPis the independent auditor of TIAA-CREF Life Insurance Company and Teachers Insurance and Annuity Association of America.

TIAA-CREF Life Insurance Company Statutory Basis Financial Statements

The statutory basis financial statements as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 included in this Registration Statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent auditor, located at 214 North Tryon Street, Charlotte, North Carolina 28202, given on the authority of said firm as experts in auditing and accounting.

Teachers Insurance and Annuity Association of America Statutory Basis Financial Statements

The statutory basis financial statements as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012included in this Registration Statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent auditor, located at 300 Madison Avenue, New York, New York 10017, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Meredith Kornreich, Esq., has provided advice on certain matters relating to the laws of New York regarding the Contracts and our issuance of the Contracts, and has provided advice on certain legal matters relating to the Contracts under the federal securities laws.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights significant factors influencing the financial position and results of operations of TIAA-CREF Life Insurance Company (referred to in this document as “TC Life”). It should be read in conjunction with the audited statutory-basis financial statements and related notes included herein and Summary Information and Risk Factors included elsewhere in this report.

FORWARD-LOOKING STATEMENTS

This discussion reviews TC Life’s financial condition and results of operations, including liquidity and capital resources, for the periods covered by the audited statutory-basis financial statements included in this report. Historical information is presented and discussed and, where appropriate, factors that may affect future financial performance are also identified and discussed. Certain statements included in this section may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include statements about management’s expectations, beliefs, intentions or strategies for the future, include the assumptions underlying these forward-looking statements, and are based on the current expectations, estimates and projections made by management. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may contain words like “believe,” “expect,” “estimate,” “project,” “budget,”


TIAA-CREF Investment Horizon Annuity Prospectus		44

“forecast,” “anticipate,” “plan,” “will,” “shall,” “may,” and other words, phrases or expressions with similar meaning. While management believes the assumptions underlying any of its forward-looking statements to be reasonable, such information may be subject to risks and uncertainties which may be difficult to predict or may be beyond management’s control, and TC Life cannot give assurance that such statements will prove to be correct. Refer to “Summary Information and Risk Factors” included in TIAA-CREF Life Insurance Company Business Overview of this report for more information about the risks that could affect TC Life’s future results. A copy of this report and TC Life’s registration statement, including exhibits, is available on the Internet site of the SEC at http://www.sec.gov.

Given these risks and uncertainties, you should not place undue reliance on management’s forward-looking statements as a prediction of actual results. Additionally, management’s forward-looking statements represent management’s views only as of the date of this report, and management does not undertake any obligation to update, publicly or otherwise, any forward-looking statement, whether as a result of new information, changed assumptions, future events or otherwise.

TC LIFE’S BUSINESS

Overview

TC Life is a stock life insurance company that commenced operations as a legal reserve life insurance company under the laws of the State of New York on December 18, 1996, under the former name, TIAA Life Insurance Company. It changed its name to TIAA-CREF Life Insurance Company on May 1, 1998. It is a wholly-owned subsidiary of TIAA. It is subject to regulation by the New York State Department of Financial Services as well as by the insurance regulatory authorities of all the states and certain other jurisdictions. It is licensed to issue life insurance and annuity products in all 50 states and the District of Columbia.

TC Life’s primary products are individual annuities, life insurance, funding agreements, and separate account guaranteed interest contracts (“SAGIC”). The individual annuities and life insurance products are marketed directly to individuals while the funding agreements are issued directly to states in support of state sponsored 529 college savings and scholarship plans. The SAGIC product is an unallocated, non-participating deposit type contract in the separate account and is designed as an investment vehicle offered to trustees and/or plan sponsors of stable value funds. TC Life’s individual products are available to the general public; however, it markets primarily to the individuals who own retirement annuities or insurance policies issued by TC Life’s parent, TIAA. TIAA provides retirement annuities and insurance coverage to more than 3.9 million active and retired individuals participating at more than 15,000 educational, research and cultural institutions, as well as other nonprofit organizations and certain governmental entities across the United States.

The majority of the services required for TC Life’s business operations are provided by TIAA and certain of its direct and indirect wholly-owned subsidiaries pursuant to various service, investment management, administrative, and selling and distribution agreements. Under these agreements, TC Life reimburses TIAA (and TIAA reimburses its applicable subsidiaries) for certain costs associated with providing these services. TC Life believes such services meet operational needs and minimize the duplication of costs among TIAA and its subsidiaries. TC Life does not currently have any employees.

Financial Highlights

For 2012, TC Life recognized net income of $18.1 million compared to $29.5 million for 2011. In 2012, operations were negatively impacted by a net increase of $101.8 million in total benefits and expenses exceeding the net increase in total premiums and other considerations of $59.5 million, the increase of $15.1 million in net investment income, and the increase of $18.2 million in other revenue. Net income for 2012 was favorably impacted by a decrease in federal income tax expense of $9.3 million compared to 2011. The decrease in federal income tax was primarily due to a nonrecurring tax benefit of approximately $8.2 million from the current year election under Section 166 of the Internal Revenue Code compared to a nonrecurring $15.0 million tax benefit from the utilization of $43.0 million in capital loss carry-forwards that occurred in the prior year. In addition, net realized gains declined by $11.5 million in 2012 compared to 2011, primarily driven by the utilization of the capital loss carry-forward, partially offset by decreases in net capital losses. At December 31, 2012, total assets were $5,656.3 million, and statutory capital and surplus was $412.9 million.


		45		TIAA-CREF Investment Horizon Annuity Prospectus

TC Life’s Segments

TC Life provides financial services through the production, sale, distribution, and administration of individual annuities, life insurance, funding agreements, and SAGIC. TC Life operates these business segments, each distinguished by broad product categories and each having a strategic focus. Premiums and deposits by segment for 2012 and 2011 are set forth in the following table (in millions):


	For the years ended December 31,
	2012		2011		2010
Segment
Individual Annuities	$	172.8	$	166.4	$	178.5
Life Insurance		112.1		59.0		40.4
Total premiums	$	284.9	$	225.4	$	218.9

Funding Agreements*	$	716.0	$	725.1	$	211.2
SAGIC*		725.0		—		—
Total deposits received	$	1,441.0	$	725.1	$	211.2

*	The deposits received on funding agreements and SAGIC are recorded as liabilities and are not treated as premiums or as revenue under statutory accounting principles. These liabilities are included in Reserves for Life and Health, Annuities and Deposit-type Contracts.

Individual Annuities. TC Life markets a variety of individual after-tax annuity products. Its annuity products are distributed through captive agents appointed by TC Life. Those agents selling variable annuities and/or modified guaranteed annuities are also registered representatives of TC Life’s affiliated broker-dealers. TC Life’s strategy is to include distribution through fee-based advisor channels, third party, and other strategic relationships. TC Life offers both flexible premium deferred annuities and single premium immediate annuities.

TC Life’s variable annuities offer contract owners the opportunity to invest in various investment subaccounts of TC Life’s separate accounts, based on the contract owners’ investment allocation decisions, while some of the variable annuities also offer a fixed account option through TC Life’s general account, which guarantees principal and a minimum interest rate. The separate accounts that support TC Life’s variable annuities are registered with the Securities and Exchange Commission (“SEC”) as unit investment trusts, and their assets are invested in corresponding portfolios of the TIAA-CREF Life Funds or in other, non-proprietary funds. The variable annuities do not offer any living benefit riders. TC Life is, therefore, not exposed to the liabilities associated with such living benefit riders.

In 2012, due to the low yield on money market funds, investors continued to look for alternatives to their fixed options. Investors who owned TC Life’s Personal Annuity Select (“PAS”) products continued to contribute premiums to the fixed account because of the attractive relative interest rate. Contributions to this fixed account in 2012 were $57.9 compared to $57.6 million in 2011.

In addition, 2012 was the fourth full year for two specific annuity products, Intelligent Variable Annuity (“IVA”) and Investment Horizon Annuity (“IHA”), introduced in 2008. These two deferred annuity products complement each other to meet contract owners’ risk profiles and to provide contract owners with a variety of variable annuity investment subaccount options and fixed term deposits.

The IVA facilitates an individual’s overall portfolio asset diversification offering over 45 investment choices that include ten proprietary TIAA-CREF Life funds and more than thirty non-proprietary funds. The IVA experienced continued growth resulting in premiums of $94.7 million during 2012 compared to $84.5 million in 2011, an increase of 12%. TC Life believes the low cost feature of the IVA has continued to attract additional assets.

The IHA is designed to offer guaranteed periods from 1 to 10 years and guarantees principal and a stated interest rate if not withdrawn before the maturity date. The interest rate for each guaranteed period is based upon current interest rates. It allows investors to use a “laddered” approach for fixed investing. Since November 1, 2012, the 1 through 5 year durations of the IHA have not been available for investment due to the continued low interest rate environment. In contrast to the IVA, the IHA experienced a decline in premiums from $4.0 million in 2011 to $1.7 million in 2012. The decline in the IHA product is reflective of the continued low interest rate environment.


TIAA-CREF Investment Horizon Annuity Prospectus		46

Additionally, TC Life markets a single premium immediate annuity which complements the deferred annuities and provides immediate income benefits. In 2012, TC Life issued 41 such contracts with premiums of approximately $5.4 million and $3.5 million of deposits in deposit type contracts. The investment choices include a fixed account as well as eight TIAA-CREF Life funds.

Life Insurance. TC Life distributes and sells term life insurance, universal life insurance, and variable universal life insurance products through captive agents appointed by TC Life, and for certain products, through third party agents. Those captive agents selling variable insurance products are also registered representatives of TC Life’s affiliated broker-dealers. The primary marketing efforts for term life insurance products involve direct mail and an Internet web site which is designed to direct potential policyholders to a call center staffed by licensed agents. Assets associated with variable universal life insurance policies are held in various investment subaccounts of a separate account, based on policyholders’ investment allocation decisions. The separate account is registered with the SEC as a unit investment trust and its assets are invested in the corresponding portfolios of the TIAA-CREF Life Funds or in other non-proprietary funds.

Life insurance premiums increased $53.1 million to $112.1 million in 2012 from $59.0 million in 2011. This positive variance was primarily due to an increase in universal life premiums of $50.0 million.

During the fourth quarter of 2011, TC Life and M Financial Group (“M Financial”) announced an exclusive agreement to offer TC Life’s life insurance products to M Financial’s member firms and their clients. M Financial Group is owned by approximately 130 member firms in 36 states and Canada, and is comprised of several entities, including the parent company, which serves as a general insurance marketing entity, two broker-dealers, an investment advisor, a reinsurance company, and four proprietary mutual funds. The 130 M Financial member firms include approximately 600 individual insurance producers who will be appointed as TC Life’s independent agents.

In 2012, TC Life and M Financial introduced two new variable universal life products and one new fixed universal life product designed for high net worth clients that are marketed exclusively through M Financial and its affiliated licensed producers. In 2013, TC Life and M Financial added fixed and variable survivorship products under this agreement.

Funding Agreements. TC Life’s Funding Agreements segment focuses primarily on providing non-participating flexible premium funding agreements issued from the general account to support education-related investment and/or savings programs sponsored by various states. Several states sponsor a 529 college savings plan (named after Section 529 of the Internal Revenue Code), and each plan is a tax-advantaged investment and savings program designed to encourage account owners to save for the future higher education expenses of a designated beneficiary. Some states offer a guaranteed option to those investing in the state’s college savings plan. TC Life provides funding agreements to certain states to support their guaranteed option, which guarantees a return of account owners’ principal, with interest. TC Life also makes available a funding agreement to any state that provides a state scholarship program for those seeking higher education.

TC Life currently has funding agreements with eleven states including California, Connecticut, Georgia, Kentucky, Michigan, Minnesota, Mississippi, Oklahoma, Oregon, Vermont, and Wisconsin. Wisconsin’s 529 college savings plan was a new agreement acquired during the fourth quarter of 2012 by TIAA-CREF Tuition Financing Inc. (“TFI”), an affiliated investment advisor. There were 37 funding agreements in these eleven states that have current state 529 college savings plans, and a funding agreement for the California scholarship program, that receives no new funds but is covered under a separate management agreement that runs until mid-2015.

Separate Account Guaranteed Interest Contracts. TC Life issued its first SAGIC contract in 2012. The contracts will generally be issued to the trustees of stable value funds (commingled and custom single client funds) and will represent one of the funding vehicles of such funds. The contracts may also be issued directly to defined contribution plan sponsors (or the trustee for the plan) in order to be used as a funding vehicle for the stable value option offered to the plan’s participants. Deposits on the SAGIC product totaled $725.0 million in 2012.


		47		TIAA-CREF Investment Horizon Annuity Prospectus

KNOWN TRENDS AND UNCERTAINTIES

The various trends that could impact TC Life’s future results of operations and financial condition include, but are not limited to, general economic conditions, including the interest rate environment and equity market returns, changes in those general economic conditions, and changes in life expectancy trends, which could impact the Individual Annuity and Life Insurance businesses. TC Life’s future business results could also be affected by the following uncertainties:

•

TC Life operates in a mature, highly competitive industry that could limit the ability to gain or maintain a competitive position in the industry, which could negatively affect future profitability.

•

Substantial regulation of the insurance and annuity industry may adversely affect TC Life’s business.

•

Future changes in laws and regulation, including the tax treatment of the products TC Life sells, may adversely affect TC Life’s business.

•

A downgrade in TC Life’s ratings or TIAA’s ratings from the nationally recognized ratings agencies could materially and adversely affect many aspects of TC Life’s business.

•

TC Life’s operating results may be negatively affected in the future if actual experience differs from the assumptions and estimates that management used in underwriting and distributing products.

•

TC Life’s ability to maintain a competitive cost structure is dependent upon generating a sufficient level of sales and achieving projected persistency of existing business.

•

Interest rate fluctuations and market volatility may affect sales of products and the profitability of TC Life’s businesses.

•

Equity market volatility and downturns in the equity markets could negatively impact TC Life’s business.

•

TC Life’s investments are subject to market and credit risks.

•

TC Life could be forced to sell investments at a loss to pay contract benefits or cover contract owner withdrawals.

•

TC Life is dependent on the performance of others.

•

TC Life’s reinsurers could fail to meet assumed obligations, significantly increase their reinsurance rates, or be subject to adverse developments that could adversely affect TC Life’s business, its operating results or its organizational reputation.

•

Financial services companies are sometimes the targets of litigation, including class action litigation, which could result in substantial judgments. Although TC Life is not currently involved in any significant litigation, there can be no assurance that material litigation will not arise in the future.

•

TC Life’s computer systems (or those of TC Life’s service providers) may fail or their security may be compromised, which could damage TC Life’s business and adversely affect the financial condition and results of operations.

•

TC Life is exposed to unanticipated risks, such as natural disasters, pandemics and malicious or terrorist acts, which could adversely affect operations.

•

TC Life may be exposed to risks in the future that it has not yet identified or that it does not currently consider being material risks.


TIAA-CREF Investment Horizon Annuity Prospectus		48

CRITICAL ACCOUNTING POLICIES

TC Life’s accounting policies require management to make interpretative and valuation judgments and to make estimates based on assumptions that affect the amounts of assets, liabilities, revenues, and expenses reported in its statutory-basis financial statements. Because the use of assumptions and estimates inherently entails uncertainty, the effects of accounting policies under different conditions could produce results that are significantly different. Additionally, actual amounts may differ from TC Life’s estimates. A discussion of the statutory-basis of presentation and the business factors that affect critical accounting policies is presented below.

Basis of Presentation

TC Life’s statutory-basis financial statements have been prepared on the basis of statutory accounting principles (“SAP”) prescribed or permitted by the New York State Department of Financial Services (the “Department”), a comprehensive basis of accounting that differs from accounting principles generally accepted in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory-basis financial statements in accordance with the National Association of Insurance Commissioners (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, TC Life cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP. The effects of the differences between GAAP and NAIC SAP, while not determined, are presumed to have a material effect on TC Life’s statutory-basis financial statements, and the primary differences are summarized in the Notes to TC Life’s “Statutory-Basis Financial Statements”.

Accounting for Investments

Because of the types of products that are issued from the general account, TC Life primarily invests in fixed income investments; the general account investment portfolio consists of bonds, preferred stocks, common stocks, cash, cash equivalents, short-term investments, and other long-term investments. In accordance with NAIC SAP, the majority of TC Life’s invested assets are carried at amortized cost and, therefore, the investment balances do not reflect the investments’ current fair values. At December 31, 2012, $3,684.5 million of the general account’s invested assets was invested in bonds; approximately $2.5 million was invested in preferred stock; approximately $0.3 million was invested in common stocks; and the remaining investments were held in cash, cash equivalents, short-term investments, and other long-term investments. The overall general account portfolio quality was very high at December 31, 2012, with approximately 98.5% of TC Life’s bond portfolio classified as investment grade (NAIC 1 or 2 rated securities).

The selection and management of the general account investment portfolio reflect the asset/liability analyses that TC Life performs for the various business segments and the specific products that are issued. TC Life’s investment objective is to earn attractive rates of return within reasonable risk parameters while maintaining a prudently diversified portfolio. As a result of the kinds of investments that TC Life makes, the investment portfolio is primarily exposed to credit risk and interest rate risk. To manage risks, TC Life’s Board of Directors establishes investment limits that are followed in constructing the investment portfolio; some of these limits identify maximum investment amounts by individual investment and by issuer, based on the credit quality of the issuers. TC Life also utilizes a risk management department that is independent of the investment management function to monitor the risk exposures that are represented in the investment portfolio. TC Life utilizes a formal investment impairment review process that is performed for the entire portfolio at least once each quarter. The investment impairment review process is co-led by the finance and valuation departments, which are also both independent of the investment management function.

Because TC Life’s invested assets comprise such a large percentage of total assets, and because the performance of the investment portfolio has such a dramatic effect on overall performance, the accounting


		49		TIAA-CREF Investment Horizon Annuity Prospectus

policies which guide the valuation of TC Life’s investments represent some of its most critical accounting policies. Because TC Life prepares statutory-basis financial statements, it follows the investment valuation requirements promulgated by the NAIC, but the application of statutory accounting principles still requires management to make interpretive and valuation judgments.

TC Life’s bond portfolio consists primarily of high quality publicly-traded corporate debt securities and government securities. A significant portion of TC Life’s portfolio is invested in high quality, publicly-traded bonds to maintain and manage liquidity and to reduce the risk of credit default in the portfolio. TC Life does, however, also make investments in private placement bonds to increase portfolio diversification and to obtain higher yields than can be earned by investing in comparable quality, publicly-traded securities. To control risk when utilizing privately-placed securities, TC Life relies upon broader access to management information, stronger (negotiated) protective covenants, call protection features, and a higher level of collateralization than can customarily be achieved in the public market.

Included within bonds are loan-backed and structured securities. Estimated future cash flows and expected prepayment speeds are used to determine the amortization of loan-backed and structured securities under the prospective method. Changes in future cash flows and expected prepayment speeds are evaluated quarterly. Certain loan-backed and structured securities are reported at the lower of cost or fair value as a result of the NAIC modeling process.

If it is determined that a decline in the fair value of a bond, excluding loan-backed and structured securities, is other-than-temporary, the cost basis of the bond is written down to fair value as the new cost basis and the amount of the write down is accounted for as a realized loss. The new cost basis is not changed for subsequent recoveries in fair value. Declines in fair value which are determined to be other-than-temporary are recorded as realized losses.

For loan-backed and structured securities, when an other-than-temporary impairment (“OTTI”) has occurred because TC Life does not expect to recover the entire amortized cost basis of the security even with the intent and ability to hold, the amount of the OTTI recognized as a realized loss is the difference between the security’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate.

For loan-backed and structured securities, when an OTTI has occurred because TC Life intends to sell the security or does not have the intent and ability to retain the security for a period of time sufficient to recover the amortized cost basis, the amount of the OTTI realized is the difference between the security’s amortized cost basis and fair value at the balance sheet date.

In periods subsequent to the recognition of an OTTI for a loan-backed or structured security, TC Life accounts for the other-than-temporarily impaired security as if the security had been purchased on the measurement date of the impairment. The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in future periods based on prospective changes in cash flow estimates.

The fair values for publicly traded long term bond investments were generally determined using prices provided by third party pricing services or valuations from the NAIC. For privately placed long term bond investments without readily ascertainable market value, such values were determined using information from independent pricing services including discounted cash flow methodologies based on coupon rates, maturity provisions, and credit assumptions.

TC Life’s preferred stock portfolio consisted of one high quality publicly-traded security at the end of 2012.

The NAIC Securities Valuation Office (“SVO”) rates investment credit risk of bonds and preferred stocks based upon the issuer’s credit quality. NAIC ratings designations range from 1 through 6. An NAIC


TIAA-CREF Investment Horizon Annuity Prospectus		50

designation of 1 denotes obligations of the highest quality in which credit risk is at its lowest and the issuer’s credit profile is stable; an NAIC designation of 6 is assigned to obligations that are in, or near, default. Classes 1 and 2 are considered to be investment grade and Classes 3 through 6 are non-investment grade. The vast majority of TC Life’s bond and preferred stock portfolios, including privately-placed securities, are investment grade.

Common stocks of unaffiliated companies are stated at fair value, which is based on quoted market prices, where available. Changes in fair value are recorded through surplus. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. When it is determined that a decline in fair value of an investment is other than temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

All investments are subjected to TC Life’s investment impairment process, which is performed at least quarterly. TC Life may perform investment impairment monitoring and analysis procedures more frequently, including during periods of market turmoil. Management considers evidence to evaluate the potential impairment of its investments. The investment quarterly impairment review process utilizes, but is not limited to, a screening process based on the fair values of the investments. Management considers a wide range of factors in the impairment review process, including, but not limited to, the following:

(a)

The extent to which and the length of time the fair value has been below TC Life’s amortized cost basis.

(b)

The financial condition and near-term prospects of the issuer.

(c)

Whether the issuer is current on contractually-obligated interest and principal payments.

(d)

TC Life’s ability and intent to retain the investment for a sufficient period of time to allow for a recovery in its fair value or for the investment to be repaid.

(e)

Information obtained from regulators and ratings agencies.

(f)

The potential for impairments in an industry sector or sub-sector.

(g)

The potential for impairments in economically-depressed geographic regions.

(h)

The potential for impairment based on an estimated discounted cash flow analysis for structured and loan-backed securities.

All securities are subjected to TC Life’s process for identifying OTTI. TC Life writes down securities that it deems to have an other-than-temporary impairment in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Where impairment is considered to be other-than-temporary, TC Life recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. TC Life does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, TC Life continues to review the impaired security for appropriate valuation on an ongoing basis.

Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5 or 6, which are stated at the lower of amortized cost or fair value. The fair value of preferred stocks uses prices provided by third party pricing services or valuations from the NAIC.

Other Critical Accounting Policies

Non-Admitted Assets. TC Life’s largest non-admitted asset is deferred federal income tax (“DFIT”) asset. The DFIT asset admittance is calculated under a structured formula in accordance with New York SAP. All changes in non-admitted assets are charged or credited directly to surplus and are not recorded in the statement of operations.


		51		TIAA-CREF Investment Horizon Annuity Prospectus

Policy and Contract Reserves. Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves established utilize assumptions for interest rates (ranging from 3.75% to 6.75% and averaging approximately 3.91%), mortality, and other insured risks. Such reserves are designed to be sufficient for all contractual benefits guaranteed under policy and contract provisions. These reserves reflect both management’s assumptions, which must be in line with the Department’s requirements, and the activity that has occurred in relation to the policies and contracts in-force (e.g., new issues, lapses, surrenders, etc.). The period-to-period changes in these reserves directly increase or decrease TC Life’s results of operations.

Reserves for deposit-type funds, which do not contain life contingencies, are equal to the sum of the deposits received and the interest credited to the benefit of contract holders, less withdrawals that represent a return to the contract holder. These reserves do not entail significant management judgment, and other than the interest credited to these contracts; the changes in these reserves do not affect TC Life’s results of operations.

Reinsurance. TC Life uses reinsurance to manage risk by ceding (i.e., transferring) some of its life insurance reserve liabilities to other insurance and reinsurance companies. This includes yearly renewable term, coinsurance, and modified coinsurance agreements. When TC Life enters into a reinsurance contract with another insurance or reinsurance company, it will retain liability with respect to ceded insurance should the reinsurer fail to meet its obligations. As a result, TC Life evaluates the financial stability of an insurance or reinsurance company before it enters into a reinsurance contract, which is often long-term in nature. The financial stability of an insurance or reinsurance company is re-evaluated annually and monitored quarterly by TC Life’s Risk Management Department. TC Life’s maximum retention is $1.5 million for one insured life and $2.5 million for two insured lives for contracts issued prior to June 27, 2006, and $5.0 million for one insured life and $9.0 million for two insured lives for contracts issued on or after June 27, 2006. For contracts issued after May 1, 2012, the maximum retention is $15.0 million on one insured life and $20.0 million for two insured lives. The maximum retention is less for certain issue ages and underwriting classifications.

Asset Valuation Reserve. The Asset Valuation Reserve (“AVR”), which covers all invested asset classes, is a reserve required by NAIC SAP to provide for potential future credit and equity losses related to TC Life’s investment portfolio. Reserve components of the AVR are maintained for each of TC Life’s asset classes. Realized and unrealized credit and equity capital gains and losses, net of capital gains taxes, are credited to or charged against the related components of the AVR. Statutory formulae determine the required reserve components, and the formulae are primarily based on NAIC determined factors applied to asset classes. Insurance companies may also establish additional reserves for any AVR component, at management’s discretion; however, the ultimate balance cannot exceed the statutory maximum reserve for that component. TC Life did not make any voluntary contributions to the AVR in 2012 or 2011. The net change in the AVR is reported as a change in surplus in TC Life’s Statutory-Basis Statements of Changes in Capital and Surplus. The net realized capital gains and losses that are credited to or charged against the AVR are also a component of the Statutory-Basis Statements of Operations.

Interest Maintenance Reserve. The Interest Maintenance Reserve (“IMR”) is a formulaic reserve required by NAIC SAP, which accumulates realized interest rate-related capital gains and losses, as defined by NAIC SAP, on sales of fixed income investments. Such capital gains and losses are recognized as a reserve liability and are amortized under the grouped method of amortization, as an adjustment to net investment income over the remaining lives of the assets sold.

Separate Account Assets and Liabilities. Separate accounts are established in conformity with insurance laws, and the separate account assets are segregated from TC Life’s general account. Separate accounts are generally maintained for the benefit of separate account holders. Seed money investments that remain in the separate accounts are included in separate account assets.


TIAA-CREF Investment Horizon Annuity Prospectus		52

Income Taxes. A consolidated federal income tax return is filed with TC Life’s parent, TIAA, and its affiliates. The consolidated group has entered into a tax-sharing agreement that follows the current reimbursement method, whereby members of the group will generally be reimbursed for their net operating losses or other tax attributes they have generated when utilized in the consolidated return, subject to the limitations imposed under the Internal Revenue Code.

The consolidated group is subject to the domestic federal statutory rate of 35%. TC Life’s effective federal tax rates for the periods presented differ from the statutory rate based on adjustments from statutory to tax basis reporting. NAIC SAP No. 101 –Income Taxes, A Replacement of SAP No. 10R and SAP No. 10, became effective January 1, 2012 as the statutory accounting principle used to determine and record TC Life’s current and deferred income taxes. NAIC SAP No. 101 did not have a material effect on the current and deferred taxes as presented under NAIC SAP No. 10R. The recognition of the DFIT asset as an admitted asset is subject to limitations including a limitation to 15% of adjusted statutory capital and surplus and a limitation to the amount that will be realized within the next three years. The deferred federal income tax assets that are greater than the statutory limits are deemed non-admitted and are therefore not recognized under statutory reporting.

RESULTS OF OPERATIONS

Year Ended December 31, 2012, Compared to Year Ended December 31, 2011

The following table sets forth TC Life’s statutory-basis statements of operations for the periods indicated (in millions, except percentages):


	For the years ended December 31,
						Increase/(decrease)
	2012			2011		$			%
REVENUES
Individual annuity premiums and other considerations	$	172.8		$	166.4	$	6.4			3.8	%
Life insurance premiums		112.1			59.0		53.1			90.0	%
Total premiums and other considerations		284.9			225.4		59.5			26.4	%
Net investment income		147.7			132.7		15.0			11.3	%
Other revenue		31.9			13.7		18.2			132.8	%
TOTAL REVENUES		464.5			371.8		92.7			24.9	%

EXPENSES
Policy and contract benefits		131.7			128.3		3.4			2.7	%
Increase in policy and contract reserves		128.5			83.7		44.8			53.5	%
Insurance expenses and taxes (excluding federal income and capital gain taxes)		88.4			56.2		32.2			57.3	%
Interest on deposit-type contracts		26.4			17.6		8.8			50.0	%
Transfers to separate accounts, net		58.0			37.9		20.1			53.0	%
Other benefits and expenses, net		9.8			17.3		(7.5	)		(43.4	%)
TOTAL BENEFITS AND EXPENSES		442.8			341.0		101.8			29.9	%
Income before federal income taxes and net realized capital losses		21.7			30.8		(9.1	)		(29.5	%)
Federal income tax expense		1.2			10.5		(9.3	)		(88.6	%)
Net realized capital losses, net of taxes and after transfers to the interest maintenance reserve		(2.4	)		9.2		(11.6	)		(126.1	%)
NET INCOME	$	18.1		$	29.5	$	(11.4	)		(38.6	%)

Total Premiums and Other Considerations. Total premiums and other considerations totaled $284.9 million for 2012 compared to $225.4 million for 2011, an increase of $59.5 million, or 26.4%.


		53		TIAA-CREF Investment Horizon Annuity Prospectus

On a year-over-year basis, individual annuity premiums and other considerations increased $6.4 million, or 3.8%, in 2012. This increase in premiums and other considerations was primarily due to increases in the Intelligent Variable Annuity (“IVA”), Lifetime Variable Select (“LVS”), and Personal Annuity Select (“PAS”) products of $10.1 million, $1.1 million, and $1.1 million respectively, partially offset by decreases in the Single Premium (“SPIA”) and Investment Horizon Annuity (“IHA”) products of $3.5 million and $2.2 million respectively. The increases in the variable products appear to be driven by participant behavior in response to the overall increase in equity markets and the low interest rate environment. The IHA product was closed for new sales in the 1 through 5 year durations as a result of the low interest rate environment.

Life insurance premiums increased $53.1 million in 2012 compared to 2011. This increase in life insurance premiums was primarily attributable to an increase of $50.0 million in universal life premiums.

Net Investment Income. Net investment income includes gross earnings on investments, investment expenses, and amortization of capital gains and losses from the interest maintenance reserve. Net investment income totaled $147.7 million for 2012 compared to $132.7 million for 2011, an increase of $15.0 million, or 11.3%. This increase in net investment income was primarily driven by an increase in the average invested asset balance of approximately $561.6 million for the year ended December 31, 2012 versus December 31, 2011, and an increase in amortization of IMR for 2012 compared to 2011. These increases were partially offset by a decrease of approximately 29 basis points in the earned rates during 2012 combined with an increase in investment expenses.

The individual components of net investment income are presented in the table below (in millions, except percentages):


	For the years ended December 31,
							Increase/(decrease)
	2012			2011			$			%
Bonds	$	146.0		$	131.4		$	14.6			11.1	%
Preferred stocks		0.4			0.5			(0.1	)		(23.0	%)
Mortgages		0.5			1.0			(0.5	)		(50.5	%)
Cash, cash equivalents and short-term investments		0.4			0.5			(0.1	)		(11.7	%)
Other long term investments		1.0			0.5			0.5			109.5	%
TOTAL GROSS INVESTMENT INCOME		148.3			133.9			14.4			10.8	%
Less investment expenses		(2.8	)		(2.2	)		(0.6	)		(28.7	%)
Net investment income before amortization of net interest maintenance reserve gains		145.5			131.7			13.8			10.5	%
Amortization of net interest maintenance reserve gains		2.3			1.0			1.3			125.0	%
TOTAL NET INVESTMENT INCOME	$	147.7		$	132.7		$	15.0			11.3	%

Policy and Contract Benefits. Policy and contract benefits totaled $131.7 million for 2012 compared to $128.3 million for 2011, an increase of $3.4 million, or 2.7%. This increase was primarily due to an increase of $1.6 million in benefits and $1.8 million in surrenders.

Change in Policy and Contract Reserve. Change in Policy and contract reserves increased to $128.5 million during 2012 compared to $83.7 million during 2011. The increase was primarily driven by interest credited on reserves and net premiums, partially offset by policyholder benefit payments and transfers to separate accounts.

Insurance expenses and taxes (excluding federal income and capital gain taxes). Insurance expenses and taxes (excluding federal income and capital gain taxes) increased to $88.4 million during 2012 compared to $56.2 million during 2011. The increase was driven by an increase in expenses related to continued business growth, marketing, and distribution. This included $5.4 million of commission expense during 2012.


TIAA-CREF Investment Horizon Annuity Prospectus		54

Interest on deposit-type contracts. Interest on deposit-type contracts increased to $26.4 million during 2012 compared to $17.6 million during 2011. The increase was driven by an increase in average assets on deposit, partially offset by a decline in the average credited rates, primarily on the guaranteed funding agreements with the various 529 college savings plans.

Net Transfers to Separate Accounts. Net transfers to the separate accounts were $58.0 million for 2012 compared to $37.9 million for 2011. The year-over-year increase was primarily the result of discretionary contract-holder activity.

Federal Income Tax Expense. For 2012, federal income tax expense was $1.2 million resulting in an effective tax rate of 5.7% compared to the statutory tax rate of 35%. Driving the decline in the effective tax rate were $18.2 million of statutory to tax basis deductions which reduced the statutory basis of income before federal income taxes and net realized capital losses of $21.7 million to a tax basis of $3.5 million. This included a nonrecurring tax benefit of approximately $8.2 million from the current year election under Section 166 of the Internal Revenue Code.

Net Realized Capital Gains. Net realized capital losses (after the transfer to the IMR of interest-related capital gains of $2.8 million and $1.3 million for 2012 and 2011, respectively) decreased by $11.6 million, to $2.4 million for 2012 from net realized capital gains of $9.2 million for 2011. This decrease was primarily driven OTTI on long term bonds of $8.3 million, partially offset by net gains from sales of long term bonds during the period (net of transfers to IMR, net of taxes) of $2.9 million, and a tax capital benefit of $3.0 million.

Year Ended December 31, 2011, Compared to Year Ended December 31, 2010

The following table sets forth TC Life’s statutory-basis statements of operations for the periods indicated (in millions, except percentages):


	For the years ended December 31,
						Increase/(decrease)
	2011		2010			$			%
REVENUES
Individual annuity premiums and other considerations	$	166.4	$	178.5		$	(12.1	)		(6.8	%)
Life insurance premiums		59.0		40.4			18.6			46.0	%
Total premiums and other considerations		225.4		218.9			6.5			3.0	%
Net investment income		132.7		129.3			3.4			2.6	%
Other revenue		13.7		12.5			1.2			9.6	%
TOTAL REVENUES		371.8		360.7			11.1			3.1	%

EXPENSES
Policy and contract benefits		128.3		125.3			3.0			2.4	%
Increase in policy and contract reserves		83.7		74.3			9.4			12.7	%
Insurance expenses and taxes (excluding federal income and capital gain taxes)		56.2		46.5			9.7			20.9	%
Interest on deposit-type contracts		17.6		28.5			(10.9	)		(38.2	%)
Transfers to separate accounts, net		37.9		48.4			(10.5	)		(21.5	%)
Other benefits and expenses		17.3		3.5			13.8			394.3	%
TOTAL EXPENSES		341.0		326.5			14.5			4.5	%
Income before federal income taxes and net realized capital losses		30.8		34.3			(3.5	)		(10.2	%)
Federal income tax expense		10.5		8.5			2.0			23.5	%
Net realized capital losses, net of taxes and after transfers to the interest maintenance reserve		9.2		(0.9	)		10.1			1,122.2	%
NET LOSS	$	29.5	$	24.9		$	4.6			18.5	%


		55		TIAA-CREF Investment Horizon Annuity Prospectus

The individual components of net investment income are presented in the table below (in millions, except percentages):


	For the years ended December 31,
							Increase/(decrease)
	2011			2010			$			%
Bonds	$	131.4		$	127.5		$	3.9			3.1	%
Preferred stocks		0.5			0.5			—			0.0	%
Mortgages		1.0			1.5			(0.5	)		(33.3	%)
Cash, cash equivalents and short-term investments		0.5			0.7			(0.2	)		(28.6	%)
Other long term investments		0.5			0.2			0.3			150.0	%
TOTAL GROSS INVESTMENT INCOME		133.9			130.4			3.5			2.7	%
Less investment expenses		(2.2	)		(1.7	)		(0.5	)		(29.4	%)
Net investment income before amortization of net interest maintenance reserve gains		131.7			128.7			3.0			2.3	%
Amortization of net interest maintenance reserve gains		1.0			0.6			0.4			66.7	%
TOTAL NET INVESTMENT INCOME	$	132.7		$	129.3		$	3.4			2.6	%

Total Premiums and Other Considerations. Total premiums and other considerations totaled $225.4 million for 2011 compared to $218.9 million for 2010, an increase of $6.5 million, or 3.0 %.

On a year-over-year basis, individual annuity premiums and other considerations decreased $12.1 million, or 6.8%, in 2011. This decrease was primarily due to a decline of $8.7 million in the IHA product which is reflective of the low interest rate environment and a decrease of $10.0 million in PAS products. This decrease was partially offset by increases of $2.3 million in IVA products and $5.2 million in Single Premium Immediate Annuities.

Life insurance premiums increased $18.6 million in 2011 compared to 2010. This increase in life insurance premiums was primarily attributable to an increase of $16.0 million in the universal life premiums.

Net Investment Income. Net investment income includes gross earnings on investments, investment expenses and amortization of capital gains and losses from the interest maintenance reserve. Net investment income totaled $132.7 million for 2011 compared to $129.3 million for 2010, an increase of $3.4 million, or 2.6%. This increase in net investment income was primarily driven by an increase in the average invested asset balance of approximately $212.6 million for the year ended December 31, 2011 versus December 31, 2010 and an increase in amortization of IMR of approximately $0.4 million for 2011 compared to 2010 These increases were partially offset by a decrease of approximately 25 basis points in the earned rates during 2011 combined with an increase in investment expenses of $0.5 million.

Policy and Contract Benefits. Policy and contract benefits totaled $128.3 million for 2011 compared to $125.3 million for 2010, an increase of $3.0 million, or 2.4%. This increase was primarily due to an increase of $10.2 million in claims, offset by a $7.2 million decline in surrenders.

Change in Policy and Contract Reserve. Policy and contract reserves increased to $83.7 million during 2011 compared to $74.3 million during 2010. The increased reserves were primarily driven by interest credited on reserves and net premiums, exceeding policyholder benefit payments.

Net Transfers to Separate Accounts. Net transfers to the separate accounts were $37.9 million for 2011 compared to $48.4 million for 2010. The year-over-year decrease was primarily the result of discretionary contract-holder activity.


TIAA-CREF Investment Horizon Annuity Prospectus		56

Federal Income Tax Expense. For 2011, federal income tax expense was $10.5 million resulting in an effective tax rate of 34.2% compared to the statutory tax rate of 35%. Driving the decline in the effective tax rate were $1.2 million of statutory to tax basis deductions which reduced the statutory basis of income before federal income taxes and net realized capital losses of $30.8 million to a tax basis of $29.6 million.

Net Realized Capital Losses. Net realized capital losses (after the transfer to the IMR of interest-related capital gains of $1.3 million and $1.8 million for 2011 and 2010, respectively) increased by $10.1 million, to $9.2 million for 2011 from net realized capital losses of $0.9 million for 2010. This increase was primarily driven by a tax benefit of $15.0 million from the utilization of $43.0 million in capital loss carry-forwards and $0.4 million in current tax benefits on net realized losses, partially offset by a decrease of $3.8 million in net realized gain on dispositions and $1.5 million increase in OTTI write-downs.

FINANCIAL CONDITION

The following table sets forth TC Life’s statutory-basis statements of admitted assets, liabilities, and capital and surplus (in millions, except percentages):


	December 31,				Increase/(decrease)
	2012		2011		$			%
ADMITTED ASSETS
Bonds	$	3,684.5	$	3,182.1	$	502.4			15.8	%
Preferred stocks		2.5		7.3		(4.8	)		(65.8	%)
Common Stocks		0.3		0.2		0.1			50.0	%
Mortgages		—		13.7		(13.7	)		(100.0	%)
Cash, cash equivalents and short-term investments		87.9		106.5		18.6			(17.5	%)
Contract loans		7.1		4.3		2.8			65.1	%
Other long term investments		12.8		12.8		—			0.0	%
Investment income due and accrued		37.9		36.4		1.5			4.1	%
Invested Assets		3,833.0		3,363.3		469.7			14.0	%
Income tax recoverable from TIAA		9.6		0.8		8.8			1,100.0	%
Net deferred income tax asset		6.3		5.4		0.9			16.7	%
Other assets		17.6		12.6		5.0			39.7	%
Total general account assets		3,866.5		3,382.1		484.4			14.3	%
Separate account assets		1,789.8		868.0		921.8			106.2	%
TOTAL ADMITTED ASSETS	$	5,656.3	$	4,250.1	$	1,406.2			33.1	%

LIABILITIES
Reserves for life and health, annuities and deposit-type contracts	$	3,440.7	$	2,969.8	$	470.9			15.9	%
Asset valuation reserve		14.2		10.6		3.6			34.0	%
Interest maintenance reserve		6.9		6.4		0.5			7.8	%
Other liabilities		21.1		23.2		(2.1	)		(9.1	%)
Total general account liabilities		3,482.9		3,010.0		472.9			15.7	%
Separate account liabilities		1,760.5		841.7		918.8			109.2	%
TOTAL LIABILITIES		5,243.4		3,851.7		1,391.7			36.1	%
CAPITAL AND SURPLUS
Capital (2,500 shares of $1,000 par value common stock issued and outstanding)		2.5		2.5		—			0.0	%
Additional paid-in capital		357.5		357.5		—			0.0	%
Surplus		52.9		35.1		17.8			50.7	%
Deferred income taxes		—		3.3		(3.3	)		(100.0	%)
TOTAL CAPITAL AND SURPLUS		412.9		398.4		14.5			3.6	%
TOTAL LIABILITIES, CAPITAL AND SURPLUS	$	5,656.3	$	4,250.1	$	1,406.2			33.1	%


		57		TIAA-CREF Investment Horizon Annuity Prospectus

Admitted Assets

Total Admitted Assets. Total admitted assets of $5,656.3 million as of December 31, 2012, increased $1,406.2 million, or 33.1%, from $4,250.1 million as of December 31, 2011. Contributing to the increase of $1,406.2 million were increases in general account and separate account assets of $484.4 million and $921.8 million, respectively. The $484.4 million increase in the general account assets was primarily driven by deposits from the guaranteed funding agreements with the various 529 college savings plans. The $921.8 million increase in the separate account assets during 2012 was primarily driven by deposits on the SAGIC product.

Bonds. As of December 31, 2012 bonds totaled $3,684.5 million compared to $3,182.1 million as of December 31, 2011 an increase of $502.4 million, or 15.8%. Bonds represented 96.1% of TC Life’s invested asset portfolio, excluding investment income due and accrued, at December 31, 2012. The portfolio consisted of publicly traded bonds of $3,071.9 million and privately placed bonds of $612.6 million as of December 31, 2012. During 2012, write-downs on bonds resulting from impairments that are considered to be other-than-temporary were $8.3 million.

The following table sets forth TC Life’s bond portfolio by industry (in millions, except percentages):


	December 31, 2012					December 31, 2011
Industry Category	Carrying Value		% of Total			Carrying Value		% of Total
Manufacturing	$	921.2		25.0	%	$	762.8		24.0	%
Public utilities		504.8		13.7	%		503.4		15.8	%
Finance and financial services		456.9		12.4	%		373.3		11.7	%
Residential mortgage-backed securities		335.3		9.1	%		315.5		9.9	%
Oil and gas		298.4		8.1	%		288.2		9.1	%
Communication		180.5		4.9	%		157.9		5.0	%
US and other government		143.7		3.9	%		75.8		2.4	%
Mining		132.6		3.6	%		76.7		2.4	%
Transportation		129.0		3.5	%		115.8		3.6	%
Asset-backed securities		117.9		3.2	%		126.3		4.0	%
REIT		114.2		3.1	%		57.3		1.8	%
Services		106.9		2.9	%		123.7		3.9	%
Commercial mortgage-backed securities		88.4		2.4	%		105.1		3.3	%
Revenue and special obligations		88.4		2.4	%		32.5		1.0	%
Retail and wholesale trade		66.3		1.8	%		67.8		2.1	%
Total	$	3,684.5		100.0	%	$	3,182.1		100.0	%

The table below sets forth the NAIC Securities Valuation Office (“SVO”) credit quality ratings for TC Life’s bond portfolio (in millions, except percentages):


	December 31, 2012					December 31, 2011
NAIC Classes	Carrying Value		% of Total			Carrying Value		% of Total
1	$	2,351.9		63.8	%	$	2,081.6		65.4	%
2		1,277.5		34.7	%		1,056.5		33.2	%
Investment grade		3,629.4		98.5	%		3,138.1		98.6	%
3		46.9		1.3	%		25.6		0.8	%
4		7.1		0.2	%		8.4		0.3	%
5		1.1		0.0	%		10.0		0.3	%
6		—		0.0	%		—		0.0	%
Below investment grade		55.1		1.5	%		44.0		1.4	%
Total	$	3,684.5		100.0	%	$	3,182.1		100.0	%


TIAA-CREF Investment Horizon Annuity Prospectus		58

The table below sets forth TC Life’s bond portfolio statutory carrying values and estimated fair values by contractual maturity (in millions, except percentages):


	December 31, 2012							December 31, 2011
	Carrying Value		% of Total			Estimated Fair Value		Carrying Value		% of Total			Estimated Fair Value
Due in one year or less	$	338.0		9.2	%	$	345.7	$	159.0		5.0	%	$	161.8
Due after one year through five years		1,362.0		37.0	%		1,422.4		1,436.1		45.1	%		1,496.3
Due after five years through ten years		827.6		22.5	%		891.6		575.9		18.1	%		618.9
Due after ten years		619.5		16.7	%		727.8		464.3		14.6	%		551.2
Subtotal		3,147.1		85.4	%		3,387.5		2,635.3		82.8	%		2,828.2
Residential mortgage-backed securities		333.5		9.0	%		354.4		315.5		9.9	%		340.0
Commercial mortgage-backed securities		87.3		2.4	%		85.6		105.0		3.3	%		83.1
Asset-backed securities		116.6		3.2	%		123.4		126.3		4.0	%		129.9
Subtotal		537.4		14.6	%		563.4		546.8		17.2	%		553.0
Total	$	3,684.5		100.0	%	$	3,950.9	$	3,182.1		100.0	%	$	3,381.2

Bonds, not due at a single maturity date have been included in the preceding table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations, although prepayment premiums may be applicable. Mortgage-backed and asset-backed securities are shown separately in the table above, as they are not due at a single maturity date.

TC Life uses third party pricing vendors and, to a lesser extent, broker quotes in determining the fair value of its loan-backed and structured securities. Bonds in the portfolio are priced individually.

Prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from the experience for a particular transaction and vary by security type and vintage.

Preferred Stock. The Preferred Stock portfolio decreased $4.8 million from $7.3 million at December 31, 2011 to $2.5 million as of December 31, 2012. As of December 31, 2012, approximately 92.6% of the preferred stock portfolio was classified as investment grade and 100.0% of the portfolio was comprised of publicly traded securities.

Common Stock. The Common Stock portfolio increased $0.1 million from $0.2 million at December 31, 2011 to $0.3 million as of December 31, 2012. As of December 31, 2012, the portfolio consisted of one holding which was classified as an investment grade and publicly traded security.

Mortgages. The Mortgage Loans balance was $0 as of December 31, 2012, a decline of $13.7 million, or 100%, from December 31, 2011. The decrease during 2012 was driven by maturities of $8.4 million, scheduled principal payments of $0.2 million and unscheduled redemptions of $5.1 million. There were no acquisitions during the year ended December 31, 2012. TC Life has no current plans to invest in additional mortgage loans.

Cash, Cash Equivalents and Short-Term Investments. These investments totaled $87.9 million as of December 31, 2012, compared to $106.5 million as of December 31, 2011, a decrease of $18.6 million.

Contract Loans. These investments totaled $7.1 million as of December 31, 2012, compared to $4.3 million as of December 31, 2011, an increase of $2.8 million.

Other Long-Term Investments. Other long-term investments of $12.8 million remained essentially flat from December 31, 2011 and consists primarily of investments in surplus notes.


		59		TIAA-CREF Investment Horizon Annuity Prospectus

Net Deferred federal Income Tax Asset. Net deferred federal income tax asset increased $0.9 million, or 16.7%, to $6.3 million at December 31, 2012, compared to $5.4 million at December 31, 2011. This increase was primarily due to the recognition of tax benefits that will be utilized within three years from December 31, 2012 as compared to the corresponding amount as of December 31, 2011.

Separate Account Assets. Total separate account assets were $1,789.8 million as of December 31, 2012, compared to $868.0 million as of December 31, 2011. Included in this increase is approximately $125.7 million resulting from net appreciation and investment income/capital gains activity. There were also increases from net deposit-type contract activity, discretionary contract-holder activity (defined as deposits less withdrawals), and change in liabilities of $724.9 million, $58.1 million, and $19.4 million, respectively. Fees paid resulted in a $6.3 million decrease for the period. The increase in deposit-type contracts was primarily driven by deposits on the SAGIC product of $725.0 million.

Liabilities, Capital and Surplus

Total Liabilities. Total liabilities were $5,243.4 million as of December 31, 2012 compared to $3,851.7 million as of December 31, 2011. This increase of $1,391.7 million, or 36.1%, was due to increases in general account liabilities and separate account liabilities of $472.9 million and $918.8 million, respectively. The increase in general account liabilities was primarily driven by increases in reserves for life and health, annuities and deposit-type contracts, and the asset valuation reserve. The increase in reserves was primarily due to net deposits from the guaranteed funding agreement with the various 529 college savings plans as well as growth in the life and annuity products. The increase in separate account liabilities resulted primarily from the appreciation in the equity markets and discretionary contract-holder activity, including the launch of the SAGIC product.

Policy and Contract Reserves. Policy and contract reserves were $3,440.7 million as of December 31, 2012, compared to $2,969.8 million as of December 31, 2011, an increase of $470.9 million, primarily due to increases in policyholder reserves of $128.5 million and deposit-type contract liabilities of $343.7 million. The $128.5 million increase was primarily driven by interest credited on policies and net premiums exceeding policyholder benefit payments. The increase in deposit-type liabilities was driven by net deposits and investment earnings, and was primarily driven by deposits from guaranteed funding agreements for 529 savings plans.

Asset Valuation Reserve. The AVR of $14.2 million as of December 31, 2012, compared to $10.6 million as of December 31, 2011, increased $3.6 million. The change in the current period was driven by $5.9 million in reserve contributions and formulaic adjustments offset by realized and unrealized net capital losses of $2.3 million.

Interest Maintenance Reserve. The IMR of $6.9 million as of December 31, 2012, increased approximately $0.5 million from $6.4 million as of December 31, 2011, primarily due to net realized gains transferred to the IMR exceeding amortization during the year.

Separate Account Liabilities. These liabilities totaling $1,760.5 million as of December 31, 2012, compared to $841.7 million as of December 31, 2011, increased $918.8 million, or 109.2%, primarily due to discretionary contract-holder activity partially offset by investment performance. This included deposits on the SAGIC product of $725.0 million.

Other Liabilities. Other liabilities consist mainly of payables to TC Life’s parent, suspense, funds withheld, and unauthorized reinsurance. The decrease of $2.1 million was primarily due to a decrease in payables to parent, partially offset by increases in suspense balances, funds withheld, and unauthorized reinsurance at December 31, 2012 compared to December 31, 2011.

Capital and Surplus. Capital and surplus totaled $412.9 million as of December 31, 2012, compared to $398.4 million as of December 31, 2011. This increase of $14.5 million in capital and surplus was primarily due to net income of $18.1 million, partially offset by an increase of $3.6 million in AVR.


TIAA-CREF Investment Horizon Annuity Prospectus		60

LIQUIDITY AND CAPITAL RESOURCES

TC Life has a financial support agreement with TIAA, and, under this agreement, TIAA will provide financial support so that it will have the greater of (a) capital and surplus of $250.0 million, (b) the amount of capital and surplus necessary to maintain the capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain the financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any contract owner with recourse to TIAA. TC Life did not receive any capital contributions from TIAA during 2012.

TC Life also maintains a $100.0 million unsecured 364-day revolving line of credit arrangement with TIAA. As of December 31, 2012, $30.0 million of this facility was maintained on a committed basis for which a commitment fee of 10.0 basis points was paid on the unused committed amount. During 2012, 46 draw downs were made which totaled approximately $150.5 million, of which no amount was outstanding at December 31, 2012.

TC Life has no material off-balance sheet arrangements for financing or other purposes.

The following table presents TC Life’s total adjusted capital, which, as defined by the NAIC, includes the AVR, by period (in millions).


	December 31,
	2012		2011
Total Adjusted Capital
Total Capital and Surplus	$	412.9	$	398.4
Asset Valuation Reserve		14.2		10.6
Total Adjusted Capital	$	427.1	$	409.0

TC Life’s total adjusted capital increased by $18.1 million from $409.0 million at December 31, 2011 to $427.1 million at December 31, 2012. This increase was primarily due to net income of $18.1 million in 2012.

TC Life’s financial strength (i.e., claims-paying ability) ratings are AA+ (Very Strong) from Standard and Poor’s, A++ (Superior) from A.M. Best Company, AAA (Exceptionally Strong) from Fitch Ratings, and Aaa (Excellent) from Moody’s Investors Service. Each ratings agency independently assigns a rating based on its own independent review and takes into account a variety of factors, which are subject to change, in making its decision. Accordingly, there can be no assurance of the ratings that will be afforded in the future. These ratings do not apply to the separate accounts because the underlying assets have been allocated to specific separate account liabilities and generally are not available to fund the needs of TC Life’s general account.

A significant portion of TC Life’s general account investments consist of investment grade publicly-traded bonds, which can be readily converted to cash. TC Life carefully reviews its liquidity position on an ongoing basis.

The following table illustrates TC Life’s cash flows provided by or used in operating, investing, and financing activities for the following periods (in millions, except percentages):


	For the years ended December 31,
							Increase/(decrease)									Increase/(decrease)
	2012			2011			$			%			2010			$			%

Net cash provided by operations	$	159.4		$	144.3		$	17.7			12.3	%	$	131.1		$	13.2			10.1	%
Net cash used in investments		(492.1	)		(650.3	)		155.6			23.9	%		(134.9	)		(515.4	)		382.1	%
Net cash (used in ) provided by financing and other		314.1			524.5			(210.4	)		40.1	%		(19.0	)		543.5			2860.5	%

Net change in cash, cash equivalents and short-term investments		$(18.6)		$	18.5		$	(37.1	)		200.5	%	$	(22.8	)	$	41.3			181.1	%


		61		TIAA-CREF Investment Horizon Annuity Prospectus

As an insurance entity, the positive cash flows generated from premiums received and net investment income earned, are offset by benefits and surrenders paid and customers’ net transfers to separate accounts. Total net cash flow provided by operations includes premiums and investment income received less benefit payments, operating expenses, federal income tax, and net transfers to separate accounts. Cash flow from operations is affected by the level of premiums from the sale of individual annuity and life insurance products, investment income received, expenses paid, and customer decisions to move funds in or out of separate accounts.

The net cash provided by operations was $162.0 million for 2012 compared to $144.3 million for 2011. The $17.7 million increase in net cash provided by operations was primarily due to increases in premiums and net investment income, partially offset by increases in operating expenses, federal income tax, and net transfers to separate accounts. The net cash provided by operations was $144.3 million for 2011 compared to $131.1 million for 2010. The $13.2 million increase in net cash provided by operations was primarily due to increases in premiums, decreases in net transfers to separate accounts and federal income tax, partially offset by a decrease in net investment income.

Net cash used in investments decreased $155.6 million to $494.7 million for 2012 from $650.3 million for 2011. The decrease in cash used in investments primarily resulted from an increase in proceeds from long-term investments sold, matured or repaid of $78.5 million and a decrease in purchases of investments of $77.1 million during the period. Net cash used in investments increased $515.4 million to $650.3 million for 2011 from $134.9 million for 2010. The increase in cash used in investments primarily resulted from an increase in purchases of investments of $498.5 million, proceeds from long-term investments sold, matured or repaid, along with a decrease in purchases of $16.9 million during the period.

The $210.4 million decrease in net cash provided by financing and other between 2012 and 2011 was primarily the result of a decrease of $202.7 million in net deposit activity on deposit-type contracts. The $543.5 million increase in net cash provided by financing and other between 2011 and 2010 was primarily the result of an increase of $542.4 million in net deposit activity on deposit-type contracts.

Impact of Inflation

The level of inflation during the periods covered by the statutory-basis financial statements included in this prospectus has not had a significant impact on TC Life’s revenues, expenses, or net income.

Increased levels of inflation tend to increase the need for life insurance. Many policyholders may increase their life insurance coverage to provide the same relative financial benefit and protection in anticipation of higher inflation. Higher interest rates can also result in higher sales of TC Life’s individual fixed annuities.

The higher interest rates that have traditionally accompanied inflation could also affect certain other aspects of operations. Policy loans generally increase as policy loan interest rates become relatively more attractive. As interest rates increase, disintermediation of existing annuity account balances and individual life policy cash values may increase customer withdrawals. The fair value of TC Life’s fixed-rate, long-term investments may decrease. TC Life’s margins, representing the difference between the interest rate earned on investments and the interest rate credited to life insurance and annuity products, may also be adversely affected by rising interest rates.

Inflation could also increase the costs TC Life might incur in the future to operate the business. Should inflation increase future operating costs, TC Life would attempt to adjust the crediting rates that it provides on the individual fixed annuity, life insurance (to the extent applicable), and funding agreement contracts that is issued in order to maintain its margins.

Contractual Obligations

As of December 31, 2012, TC Life does not have any current or future contractual obligations related to long-term debt, capital leases, operating leases or purchase obligations. The table below sets forth TC Life’s


TIAA-CREF Investment Horizon Annuity Prospectus		62

estimated future contractual obligations as of December 31, 2012 related to contract owner, policyholder, and funding agreement obligations (in millions):


Amounts Due By Period
One year or less	$	479.9
After one through three years		955.0
After three through five years		907.6
After five years		4,064.1
Total	$	6,406.6

The estimated due dates for the estimated contractual obligations are based on various assumptions, including mortality and lapse assumptions of the individual annuity and life insurance lines of business, using historical experience, which are used for asset/liability modeling. These estimated obligations are based on TC Life’s actual general account balance sheet values and include interest expected to be credited during the remaining estimated periods; due to the significance of the assumptions used, the amounts presented could materially differ from actual future results. (Separate account liabilities are separated from the general account and are expected to be fully funded by the separate account assets.) Cash flows from the general account’s investments are anticipated to fully fund the general account’s obligations.

Recently Issued Accounting Standards

The NAIC promulgates Statutory Accounting Principles primarily through the issuance of Statements of Statutory Accounting Principles. See “Application of Accounting Pronouncements” in Note 2 of the audited statutory-basis financial statements included elsewhere in this report.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

TC Life is primarily exposed to market risk through our investment and insurance activities; however, the majority of investments are carried at amortized cost and not at fair value. Because investment balances do not generally reflect current fair values, the market risk factors discussed below do not generally have a significant direct impact on our financial position or results of operations unless investment positions are determined to have OTTI.

TC Life’s financial position and earnings are indirectly subject to various market risks, including changes in interest rates, changes in the yield curve, changes in spreads between risk-adjusted and risk-free interest rates, changes in foreign currency rates and equity price risks. These market risks may impact prospective earnings on future investments, which may, in turn, affect the interest that will be prospectively credited on the general account products. TC Life analyzes and manages the risks arising from market exposures of financial instruments, as well as other risks, through an integrated asset/liability management (“ALM”) process. The ALM process involves the monitoring of asset and liability durations for various product lines; cash flow testing under various interest rate scenarios; and the rebalancing of assets and liabilities with respect to yield, risk and cash flow characteristics.

The primary focus of the ALM program is the management of interest rate risk within the insurance operations. This includes the aforementioned monitoring of asset and liability durations to provide an appropriate balance between risk and profitability for each product line as well as TC Life as a whole. As of December 31, 2012, the difference between TC Life’s assets and liabilities once guaranteed minimum interest rates and assets supporting capital and surplus were excluded was approximately 0.12 years. This level of asset/liability matching indicates that the fair value sensitivity of assets and liabilities to interest rate movements is nominal. It is generally TC Life’s policy to maintain relatively small differences in asset and liability durations.

TC Life believes its ALM programs and procedures and certain product features provide protection against the effects of changes in interest rates under various scenarios. Additionally, it believes the ALM programs and


		63		TIAA-CREF Investment Horizon Annuity Prospectus

procedures provide sufficient liquidity to enable TC Life to fulfill its obligation to pay benefits under its various insurance and deposit contracts. However, the ALM programs and procedures incorporate assumptions about the relationship between short-term and long-term interest rates (i.e., the slope of the yield curve), relationships between risk-adjusted and risk-free interest rates, market liquidity and other factors and the effectiveness of TC Life’s asset/liability management programs and procedures may be negatively affected whenever actual results differ from those assumptions.

TC Life investment portfolio (“Portfolio”) is subject to broad market risk as well as specific interest rate risk. Market risk relates to the potential loss in fair value resulting from adverse changes in market sentiment of risk and prices. Interest rate risk is the potential loss in fair value resulting from adverse changes in interest rates relative to the interest rate characteristics of interest bearing assets and liabilities. TC Life manages these risks through an integrated ALM process that includes asset allocation and individual exposure limits based on internal risk measurements. The ALM process involves the aforementioned continuous monitoring of asset and liability durations for various product lines; cash flow testing under various interest rate scenarios; and the pro-active rebalancing of assets and liabilities with respect to yield, risk and cash flow characteristics.

At December 31, 2012, TC Life’s Portfolio had a duration of approximately 4.0 years. Based on this calculation, it is estimated that a 100 basis point immediate, parallel increase in interest rates across the entire yield curve (“rate shock”) would decrease the fair value of both TC Life’s assets and liabilities by approximately 4.0%, or approximately $165.0 million. The selection of a 100 basis point immediate increase in interest rates should not be interpreted as TC Life’s prediction of future market events, but only as an illustration of the effect of such an event.

In addition to market rate and interest rate risk, mortgage-backed securities, which are included in bonds in TC Life’s Portfolio, are subject to prepayment risk or extension risk (i.e., the risk that borrowers will repay the loans earlier or later than anticipated). Included in these mortgage-backed securities are some interest-only securities. If the underlying mortgage assets experience faster than anticipated repayments of principal, TC Life could fail to recoup some or all of the initial investment in these securities, since the original price paid was based in part on assumptions regarding the receipt of interest payments. Note that the potential for appreciation, which could otherwise be expected to result from a decline in interest rates, may be limited by any increased prepayments. If the underlying mortgage assets are repaid later than anticipated, TC Life could lose the opportunity to reinvest the anticipated cash flows at a time when interest rates might be rising. The rate of prepayment depends on a variety of geographic, social and other functions, including prevailing market interest rates and general economic factors. The fair value of these securities is also highly sensitive to changes in interest rates. These securities may also be harder to sell than other securities.

EXECUTIVE OFFICERS AND DIRECTORS

Directors

All directors are employees of TIAA, the parent company of TIAA-CREF Life Insurance Company (“TIAA-CREF Life”), and do not receive additional compensation for their board service. Directors are selected by the Nominating Committee of the Board. The election of Directors generally occurs at the annual meeting of the stockholder. The annual meeting is held each year on the second Wednesday of November. At such annual meeting, all Directors are elected for the ensuing year. The names, ages and a description of the business experience, principal occupation and employment during at least the last five years of each of the directors of TIAA-CREF Life are set forth below:

David M. Anderson, 51, has served as Chairman, President and Chief Executive Officer, TIAA-CREF Life (since 2012). He also served as Senior Managing Director, Insurance and ATA Products, TIAA (since 2012), Senior Managing Director, Head of Enterprise Performance and Integration, TIAA (September 10-September 17, 2012), Senior Managing Director, Interim Head of HR, TIAA (March 31, 2012-September 10, 2012),


TIAA-CREF Investment Horizon Annuity Prospectus		64

Senior Managing Director, Head of Enterprise Integration, TIAA (2010-March 31, 2012). He served as Senior Vice President, Thrivent Financial for Lutherans (1983 – 2010). Mr. Anderson was elected to the Board in 2011.

Kathie Andrade, 52, is Executive Vice President, Individual Advisory Services, and has served as Senior Managing Director, Head of Wealth Management and Distribution, TIAA from 2011 to mid-March 2013. She also served as Managing Director, Head of Wealth Management Sales & Service, TIAA (2008 – 2011). She served as COO, Alternative Investments and other positions at Bank of America (1986 – 2008). Ms. Andrade was elected to the Board in 2012.

Elizabeth D. Black, 53, has served as Senior Managing Director, Global Public Markets, TIAA (since 2012). She has also served as Managing Director, Head of Public Portfolio Management, TIAA (2011 – 2012), Managing Director, Head of Public Trading, TIAA (2010 – 2011), Managing Director, Head of Fixed Income Trading, TIAA (2010) and Head of Fixed Income Portfolio Management, TIAA (2006 – 2009). Ms. Black was elected to the Board in 2006.

Matthew Halperin, 50, has served as Senior Managing Director, Head of RM-Risk Policy/Analytics, TIAA (since 2007). Mr. Halperin was elected to the Board in 2012.

Nancy Heller, 56, has served as Senior Managing Director, Globalization & COO of Diversified Financial Services, TIAA (since 2012), Senior Managing Director, Head of New Business, TIAA (2009 – 2011) and Senior Managing Director, Head of Institutional Relationships, TIAA (2007 – 2009). Ms. Heller was elected to the Board in 2007.

Eric T. Jones, 51, has served as Senior Managing Director, Head of Advice & Product Solutions, TIAA (since 2012). He also served as Senior Vice President, Individual Products, TIAA (2006 – 2012) and Chairman, President and Chief Executive Officer of TIAA-CREF Life (2008 – 2010). He was self-employed as a Research Consultant (2006). Mr. Jones was elected to the Board in 2008.

Matthew Kurzweil, 45 has served as Senior Vice President and Corporate Controller, TIAA (since 2009). He has also served as Vice President and Controller, TIAA (2006 – 2009). He was a Partner at Ernst & Young (1989 – 2006). He is a Member, American Institute of Certified Public Accountants. Mr. Kurzweil was elected to the Board in 2008 and served as Vice Chairman (since 2011) and served as Chairman of the Board (2010 – 2011).

Russell Noles, 54, has served as Senior Vice President, Corporate Strategy & Development, TIAA (since 2011). He also served as Senior Vice President, Trust Products, TIAA (2008 – 2011) and Senior Vice President, Internal Audit, TIAA (2006 – 2008). He is a member, American Institute of Certified Public Accountants. Mr. Noles was elected to the Board in 2008.

Ronald R. Pressman, 54, has served as Executive Vice President and Chief Operating Officer of TIAA (since 2012). He also served as President and Chief Executive Officer, General Electric Capital Real Estate (2007 – 2011). Mr. Pressman was elected to the Board in 2012.

Martin Snow, 51, has served as Vice President, Senior Actuary, TIAA (since 1996). He has also served as Appointed Actuary TIAA-CREF Life (since 2012). Mr. Snow was elected to the Board in 2012.

The Board has an Audit Committee that reviews the scope and results of the audit and other services provided by TIAA-CREF Life’s independent registered public accounting firm, and reviews and approves matters pertaining to accounting, internal control procedures, and related policies. The Board has an Executive Committee that has the full powers of the Board during intervals between the meetings of the Board, SUBJECT TO APPLICABLE LAW. The Board has an Investment Committee that determines the investment policies and supervises the investment of the funds of TIAA-CREF Life. The Board has a Nominating Committee that nominates directors and executive officers and designates principal officers. The Board does not have a Compensation Committee because TIAA-CREF Life does not have any employees. The Board may, from time to time, establish certain other committees and subcommittees to facilitate the management of TIAA-CREF Life.


		65		TIAA-CREF Investment Horizon Annuity Prospectus

Executive Officers

All officers are employees of TIAA and do not receive any compensation from TIAA-CREF Life for their services. The names, ages, position and a description of the business experience, principal occupation and employment during at least the last five years of each of the officers of TIAA-CREF Life are set forth below:

David M. Anderson, 51,For Mr. Anderson’s business experience, principal occupation and employment history, see information under “Director.”

Elizabeth S. DeBenedictis, 44, has served as Vice President, Third Party Insurance Wholesaling, TIAA (since 2011). She previously served as National Vice President, Sun Life Financial (2007 – 2011). Ms. DeBenedictic is a Member of the Association for Advanced Life Underwriting. Ms. DeBenedictis serves as Vice President of TIAA-CREF Life (since 2011).

Linda Dougherty, 64, has been Vice President and Assistant Controller, TIAA (since 2006). She also served as Vice President, Prudential Financial (1988 – 1998). Ms. Dougherty serves as Vice President and Chief Financial Officer of TIAA-CREF Life (since 2006).

Margarita Echevarria, 62, has been Vice President, Senior Compliance Officer, TIAA (since 2011). She previously served as the Senior Vice President-Compliance, Insurance Services and other positions for HSBC (2001 – 2010). Ms. Echevarria serves as Chief Compliance Officer of TIAA-CREF Life (since 2011).

Jorge Gutierrez, 51, has been Vice President (since 2009) and Treasurer (since 2008), TIAA. He also served as Manager, Treasury Services and Assistant Treasurer, TIAA (2004 – 2008). Mr. Gutierrez serves as Treasurer of TIAA-CREF Life (since 2008)

Meredith Kornreich, 56, has been Managing Director and General Counsel, Retirement & Insurance, TIAA (since 2008). She also served as General Counsel for TIAA-CREF Asset Management and Chief Counsel Investment Products and Corporate Finance Law of TIAA (2000 – 2008). Ms. Kornreich serves as General Counsel of TIAA-CREF Life (since 2008).

Marjorie Pierre-Merritt, 46, has been Vice President (since 2007) and Assistant Corporate Secretary (since 2006) of TIAA. She has also served as Assistant Corporate Secretary, The Dun & Bradstreet Corporation (2003 – 2006).Counsel, The New York Times Company (2001 – 2003). Assistant General Counsel, Pfizer (1998 – 2000). She is a member, Society of Corporate Secretaries. Ms. Pierre-Merritt serves as Secretary of TIAA-CREF Life (since 2007).

Jeremy Ragsdale, 37, is the Vice President, Product Management, TIAA (since 2012). He also served as the Managing Director, Product Management, TIAA (2010 – 2012). Mr. Ragsdale is also President, TIAA-CREF Insurance Agency, LLC (since 2011). Previously, he served as Corporate Vice President, New York Life Insurance Company (2008 – 2010). Executive Director, USAA Life Insurance Company (2006 – 2008) and Senior IT Manager, Principal Financial Group (1998-2006). Mr. Ragsdale has served as Vice President of TIAA-CREF Life (since 2012). He previously served as Director (2012), President and Chief Executive Officer (2012), and Managing Director, Product Management (2011-2012) of TIAA-CREF Life.

Kevin M. Tiernan, 55, is Vice President, Insurance Services, TIAA (since 2012). He previously served as the Operations Director, Allstate Insurance Company (2010 – 2011), and Chief Administrative Officer, Allstate Life Insurance Company of New York (2004 – 2011). Mr. Tiernan has served as Vice President, Insurance and Annuity Operations and Chief Administrative Officer, TIAA-CREF Life (since 2012).

Audit Committee Financial Expert

On November 15, 2012, the Board of Directors of TIAA-CREF Life determined that Russell Noles was qualified and would serve as the audit committee financial expert on TIAA-CREF Life’s audit committee. Mr. Noles is not independent of TIAA-CREF Life’s management.


TIAA-CREF Investment Horizon Annuity Prospectus		66

Code of Ethics

The Board of Trustees of TIAA has a code of ethics for senior financial officers, including its principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, in conformity with rules promulgated under the Sarbanes-Oxley Act of 2002. As employees of TIAA, the Board of Directors and Executive Officers of TIAA-CREF Life must adhere to the code of ethics for Senior Financial Officers adopted by TIAA’s Board of Trustees. In addition, TIAA-CREF Life has a code of ethics for senior financial officers, including its principal executive officers, principal financial officers, principal accounting officers or controllers, in conformity with rules promulgated under the Sarbanes-Oxley Act of 2002. The code of ethics for TIAA-CREF Life is filed as an exhibit to this report.

During the period, there were no implicit or explicit waivers granted by the Registrant from any provision of the code of ethics.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We do not currently have any employees. Our operational needs are met by TIAA and certain of its direct and indirect wholly-owned subsidiaries. All employees who provide services to us are TIAA employees and are paid by TIAA. Their compensation-related costs are allocated to us based on various factors, the primary being the estimated time allocated to providing service to TIAA-CREF Life, or as general corporate overhead, based primarily on assets under management. Our directors and officers are not specifically compensated for their work for TIAA-CREF Life. The description of the compensation plans and the compensation-related information presented below is primarily related to TIAA. The compensation tables contain the compensation-related costs allocated from TIAA to TIAA-CREF Life for the Named Executive Officers.

Compensation and Benefits Philosophy

The compensation and benefits programs for TIAA executives are designed with the goal of providing compensation that is fair, reasonable and competitive. The programs are intended to help TIAA recruit and retain qualified executives, and motivate executives by providing rewards that are linked to performance while also aligning the interests of executives with those of TIAA’s institutional clients and individual customers (referred to in this Executive Compensation section as “participants”).

The design of specific programs is based on the following guiding principles:

Performance

TIAA believes that the best way to accomplish alignment of compensation plans with the interest of its participants is to link pay directly to individual, business area and company-wide performance. When performance exceeds expectations, pay levels are targeted to be above the competitive median. When performance falls below expectations, pay levels are targeted below the competitive median.

Competitiveness

Compensation and benefits programs are designed to be competitive with those provided by companies with whom TIAA competes for talent. In general, programs are considered competitive when they are targeted at the competitive median of these competitor companies and vary based on level of performance. Benefits programs are designed to provide competitive levels of protection and financial security and are not based on performance.

Cost

Compensation and benefit programs are designed to be cost-effective and affordable, ensuring that the interests of TIAA’s participants are considered.


		67		TIAA-CREF Investment Horizon Annuity Prospectus

Comparator Groups

The relevant comparator group for compensation and benefit programs consists of financial services firms, including insurance companies, mutual funds and other investment companies. Information regarding compensation and benefit programs of the firms included in the comparator group is provided to TIAA by independent compensation survey providers. The survey data further enables the Human Resources Committee of TIAA’s Board of Trustees (the “Committee”) to compare the competitiveness of the compensation of its executive officers with those firms with which TIAA competes for talent.

Internal Equity

The guiding principles described above are the same principles that govern the design of the compensation and benefit plans provided to TIAA’s non-executive workforce. TIAA believes that this alignment of philosophy is an important element in creating an environment of trust and teamwork that furthers the long-term interests of the organization.

Components of Total Compensation

TIAA’s executive compensation and benefits package consists of direct compensation and company-sponsored benefit plans. Each component is designed to achieve a specific purpose and contribute to a total package that is competitive, appropriately performance-based, and valued by TIAA’s executives.

Direct Compensation

Direct compensation consists of base salary and variable compensation (which includes an Annual Cash Award and a Long Term Performance Plan Award). All elements of compensation are targeted at the competitive median. Both elements of variable compensation are linked to performance—individual, business area and company-wide. When performance exceeds expectations, pay levels are targeted to be above the competitive median. When performance falls below expectations, pay levels are targeted below the competitive median. By creating these links, TIAA seeks to achieve its objectives of performance-based, cost-effective compensation programs.

Base Salary

Base salary is determined with reference to competitive pay practices and is aligned with the individual’s relative role and responsibilities.

Variable Compensation

Variable compensation, comprised of Annual Cash Awards and Long Term Performance Plan Awards, is designed to place a significant portion of total compensation at risk—that is, linked directly to performance.

Annual Cash Award

Annual Cash Awards, together with base salary, comprise the annual total cash compensation payable to executives. Annual Cash Awards are discretionarily determined with reference to the competitive market and vary based on performance.

Long Term Performance Plan Award

Awards under the LTPP are determined as dollar amounts and granted as plan units that vest over a specified performance period. The number of units awarded is determined by dividing the dollar value of the individual’s award by the plan’s unit value as of December 31st of the preceding year. Units vest on the third anniversary of the grant date. The cash value of the units is payable upon vesting and, generally, individuals must be employed on the vesting date in order to receive a payment.

The LTPP was designed to mirror equity-related plans offered by most organizations with which TIAA competes for talent. The plan enables executives to align their interests with those of participants and to participate in the success of the enterprise.


TIAA-CREF Investment Horizon Annuity Prospectus		68

Company-Sponsored Benefit Plans

TIAA provides company-sponsored insurance, retirement and severance benefit plans to executives. The benefits package is designed to assist executives in providing for their own financial security in a manner that recognizes individual needs and preferences.

Insurance Plans

The core insurance package includes health, dental, disability and basic group life insurance coverage. In general, executives participate in these benefits on the same basis as other TIAA employees.

Retirement and Deferred Compensation Plans

TIAA provides qualified (under the IRC) and non-qualified retirement and deferred compensation benefits to executives. All employer contributions deferred under the plans are fully vested after three years of service.

Retirement Plan

The TIAA Retirement Plan is a tax-qualified defined contribution plan intended to help provide for an employee’s financial security in retirement. TIAA employees who are age 21 or older are eligible to participate in the plan. TIAA makes contributions that may currently be invested in TIAA and/or CREF retirement annuities and TIAA-CREF mutual funds available under the plan, as directed by the employee. Contributions are expressed as a percentage of base salary and the percentage increases upon attainment of certain ages. TIAA does not offer a defined benefit retirement plan.

Equalization Plan

The TIAA Retirement Benefit Equalization Plan (“Equalization Plan”) is a non-qualified plan that covers all employees for whom TIAA’s annual contributions to the TIAA Retirement Plan are restricted by IRC limitations. Under the Equalization Plan, TIAA contributes an amount equal to what would otherwise have been provided under the TIAA Retirement Plan except for the restrictions imposed by tax law. Amounts are credited to notional accounts in the same annuity and mutual fund options as under the TIAA Retirement Plan. In 2008, benefits were payable from the Equalization Plan following the executive’s separation from service and at the same time as benefits were payable under the TIAA Retirement Plan. Due to a change in the tax law effective in 2009, amounts under the Equalization Plan are now payable independently from the TIAA Retirement Plan.

TIAA 401(k) Plan and Excess Plan

TIAA’s 401(k) plan provides employees the opportunity to save for retirement on a tax-favored basis. Executives may elect to participate in the 401(k) plan on the same basis as all other TIAA employees. Beginning in 2011, TIAA started matching 100% of the first 3% of base salary contributed by an employee. Contributions made may currently be invested in TIAA and/or CREF retirement annuities and TIAA-CREF mutual funds available under the plan, as directed by the employee. Employees whose deferrals (including matching contributions) are subject to IRC limits may defer excess amounts under the TIAA 401(k) Excess Plan (“Excess Plan”), a non-qualified plan. Amounts are credited to notional accounts in the same annuity and mutual fund options as under the 401(k) plan.

Severance Plan

Executives whose employment terminates involuntarily because their positions are eliminated, relocated, or their job duties change due to company reorganization qualify for competitive severance benefits under TIAA’s severance plan. Executives participate in the severance plan on the same basis as other TIAA employees. In general, the level of severance benefit is based on the number of years of completed service and is tiered based on the employee’s base salary. The minimum severance benefit is six weeks of salary and the maximum is 52 weeks of salary.


		69		TIAA-CREF Investment Horizon Annuity Prospectus

Employees who are eligible for benefits under the Severance Plan are also eligible to receive a payment based on their prior year Annual Cash Award. Also, any outstanding performance units awarded in 2005 or later under the LTPP will continue to vest per the vesting schedule under which the awards were granted. Awards granted prior to 2005 will vest on a prorated basis. All severance benefits are conditional on the executive signing a Separation and Release Agreement.

Perquisites

There were no perquisites for the Named Executive Officers.

Determining Benefit Levels

These benefit levels, in aggregate, are reviewed periodically to ensure that the plans and programs provided are generally competitive and cost-effective for TIAA and support TIAA’s human capital needs. Benefit levels are not directly tied to company-wide, business area, or individual performance.

Establishing Compensation Levels

Direct compensation levels (base salary, Annual Cash Award and LTPP Award) are established based on several factors: competitive benchmarking and company-wide, business area and individual performance.

Competitive Benchmarking

Each year, competitive compensation levels are established through the use of market data provided by third party surveys and public disclosures by relevant comparator companies. These comparator companies include: both public and private asset managers; insurance companies; other financial services organizations; and other general industry companies, as appropriate. The data sources for the analysis are obtained from two independent compensation survey providers. These market analyses include base salary, annual cash awards and long-term awards. Based on the competitive market data, compensation guidelines are established for each position. These guidelines provide information on the 25th, 50th (median) and 75th percentile pay levels in the competitive market.

Company Performance

The actual amount of total funding recommended for the Annual Cash Award and LTPP Award for all employees is dependent on overall company performance of TIAA, as determined by the Committee. The Corporate Scorecard is the key measure of certain company performance indicators. Subject to affordability, when Corporate Scorecard performance is at target, the overall recommended funding for variable compensation awards is intended to approximate the competitive median. When Scorecard performance is below target, overall recommended funding will generally be below the competitive median; similarly, when Scorecard performance exceeds target, overall recommended funding may be above the competitive median.

Determining Incentive Compensation Allocation—Annual and Long-Term Incentives

Overall variable compensation funding is established with reference to company performance at TIAA against the Corporate Scorecard and is ultimately subject to a discretionary adjustment based on the judgment of the Committee regarding affordability, and to ensure appropriate alignment with the interests of participants.

TIAA executive management allocates the combined variable compensation pool to business and support areas, based on their relative contributions to TIAA’s overall performance.

Determining Individual Compensation Levels

Executives

Individual compensation levels for executives are determined based on overall company-wide, business area and individual performance and is subject to funding availability as described above in “Company


TIAA-CREF Investment Horizon Annuity Prospectus		70

Performance.” Within the approved funding levels, executives whose performance exceeds expectations will generally receive total compensation above the competitive median of their compensation guideline; executives whose performance meets expectations will receive total compensation comparable to the competitive median of their guideline; and executives with below-expectation performance will receive total compensation below the competitive median of their guideline.

Base Salary

TIAA does not typically grant regular, annual base salary increases to executives. Instead, increases to base salary are awarded when necessary to address significant changes in the external competitive market for a given position, to recognize an executive for assuming significant additional responsibilities, or to achieve an appropriate competitive level due to a promotion to a more senior position.

Annual Cash Award and Long Term Performance Plan Award

In determining the amount of an executive’s variable compensation—the Annual Cash Award and the LTPP Award—TIAA uses the market-based compensation guidelines described above. Within those guidelines, TIAA considers the overall funding available for variable compensation awards and the executive’s performance. TIAA does not employ the use of incentive target percentages for the annual or long-term award, and does not use any formula-based approach in determining individual awards. Rather, discretion is exercised in determining the overall total compensation to be awarded to the executive. Once Total Compensation level is established, the mix of cash bonus and LTPP award for each employee is determined based on a scale applicable to all employees. As a result, the amounts delivered in the form of an Annual Cash Award and in the form of a LTPP Award are designed to work together in conjunction with base salary to deliver an appropriate total compensation level to the executive.

TIAA believes that the discretionary design of its variable compensation programs support its overall compensation objectives by allowing for significant differentiation of pay based on performance; by providing the flexibility necessary to ensure that pay packages for the executive group are competitive relative to the external market; and by providing TIAA with the ability to deliver compensation in a manner that is linked to results that benefit TIAA’s participants as well as being internally equitable and appropriately reflecting the contributions of each executive to the short- and long-term success of the organization.

The Annual Compensation Process

The Committee reviews the benchmarking and performance results presented by management in determining the appropriate aggregate compensation levels for the performance year. In conducting its review, the Committee considers quantitative performance results, the overall need of the organization to attract, retain and incent the executive team, and the total cost of compensation programs. Following the Committee’s decisions on overall funding levels, TIAA management determines the appropriate individual compensation levels for executives.


		71		TIAA-CREF Investment Horizon Annuity Prospectus

Compensation in the Last Fiscal Year

Summary Compensation Table*

For the Years Ended December 31, 2012, 2011 and 2010


Name and Principal Position	Year		Salary ($)¹		Bonus ($)²		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)³			Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Anderson, David M. ⁴ Chairman, President and CEO		2012 2011 2010		285,994 34,560 34,119		265,566 — —		— — —		— — —		— — —			— — —		2,075 — —		553,635 74,293 68,792
Garcia, Anthony M. ⁵ Former President and CEO		2012 2011 2010		142,330 226,240 178,976		335,022 298,960 —		— — —		— — —		— — —			— — —		28,886 3,111 2,013		506,238 528,311 180,989
Dougherty, Linda S. Vice President and CFO		2012 2011 2010		37,088 34,560 34,119		38,148 27,245 26,003		— — —		— — —		9,663 12,488 8,670			— — —		428 — —		85,327 74,293 68,792
Debenedictis, Elizabeth ⁶ Vice President, Third Party Insurance Wholesaling		2012 2011 2010		196,769 — —		54,111 — —		— — —		— — —		— — —	��		— — —		1,370 — —		252,250 — —
Mancini, Lisa Chief Underwriter		2012 2011 2010		169,048 134,820 127,260		39,692 18,725 17,675		— — —		— — —		19,030 21,913 16,307			— — —		1,164 — —		228,934 175,458 161,242
Ragsdale, Jeremy W. VP, Product Management		2012 2011 2010		196,782 192,000 —		103,300 62,400 —		— — —		— — —		— — —			— — —		447 — —		300,529 254,400 —

*	Amounts represent the executives’ compensation allocated to TIAA-CREF Life.

¹	The amounts shown represent the base salary earnings for the 2012, 2011 and 2010 calendar years and are not reduced to reflect elections for tax-qualified benefits or to defer compensation.

²	The amounts shown represent annual cash awards earned for the 2012, 2011 and 2010 performance cycles, payable in the following year under the TIAA’s Annual Cash Award program.

³	The amounts shown represent the payout made for the years presented based on the performance unit values for previous grants that vested during the periods.

⁴	Mr. Anderson was appointed as President and CEO of TIAA-CREF Life during 2012. The amount shown represents TIAA-CREF Life’s allocation of the annualized rate of salary.

⁵	Mr. Garcia was appointed as President and CEO of TIAA-CREF Life during July 2010. The amount shown represents TIAA-CREF Life’s allocation of the annualized rate of salary.

⁶	Ms. Debenedictis was appointed as Vice President of TIAA-CREF Life during 2011. The amount shown represents TIAA-CREF Life’s allocation of the annualized rate of salary.


TIAA-CREF Investment Horizon Annuity Prospectus		72

Non-Qualified Contribution and Other Deferred Compensation Plans

As of Year Ended December 31, 2012


Name and Principal Position	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals Distribution ($)		Aggregate Balance at Last FYE ($)
Anderson, David M. President and CEO		9,036		—		2,584		—		21,180
Garcia, Anthony M. Former President and CEO		67,004		—		1,108		17,085		70,818
Dougherty, Linda S. Vice President and CFO		9,663		—		5,041		—		49,662
Debenedictis, Elizabeth Vice President, Third Party Insurance Wholesaling		—		—		—		—		—
Mancini, Lisa Chief Underwriter		—		—		—		—		—
Ragsdale, Jeremy W. VP, Product Management		—		—		—		—		—

Contributions consist of executive contributions to the Excess Plan and TIAA-CREF Life’s allocation of TIAA’s contributions to the Equalization Plan, of which each plan is described above underCompany-Sponsored Benefit Plans.

Payments and Benefits Triggered by Termination

Named Executive Officers. The amount of compensation (if any) that is payable to the Named Executive Officers upon termination of employment depends on the nature and circumstances under which employment is ended. All such Named Executive Officers are entitled to severance benefits under the Severance Plan under the same terms as are applicable to all TIAA employees.

Resignation by the Executive. If a Named Executive Officer voluntarily resigns from TIAA, no Annual Cash Award is payable and no amounts under the LTPP will be payable unless the Named Executive Officer meets the retirement requirements under that plan at the time of termination. The Named Executive Officer may be entitled to receive benefits from the TIAA Retirement Plan and the Retirement Equalization Plan to the extent those benefits have been earned under the provisions of the plan and he or she has met the vesting requirements of the plan. In addition, the Named Executive Officer would be entitled to receive any amounts voluntarily deferred (and the earnings thereon) under the TIAA 401(k) Plan and the TIAA 401(k) Excess Plan.

Termination by TIAA Meeting Severance Plan Eligibility. If a Named Executive Officer’s employment is involuntarily terminated by TIAA under circumstances that meet the eligibility provisions of the TIAA’s Severance Plan (generally an involuntary termination due to their position being eliminated or relocated or a change in their job duties due to company reorganization), described in the “Compensation Discussion and Analysis” section, he or she will be entitled to receive the following:

•

Earned and vested amounts under the TIAA Retirement Plan, Retirement Equalization Plan, 401(k) Plan and TIAA 401(k) Excess Plan.

•

Severance benefits based on salary and years of service.

•

A payment based on the Named Executive Officer’s last Annual Cash Award payment and his or her Termination Date. If the Termination Date occurs before Annual Cash Awards have been paid for

the prior year, the amount of payment will be equal to 100% of the last Annual Cash Award that the


		73		TIAA-CREF Investment Horizon Annuity Prospectus

Named Executive Officer was actually paid, plus 75% of the amount of the last paid Annual Cash Award, prorated based on completed months of service from January 1 of the year of termination through his or her Termination Date. If the Termination Date occurs after the Annual Cash Awards have been paid for the prior year, the executive will receive 75% of the last Annual Cash Award that he or she was actually paid, prorated based on completed months of service from January 1 of the year of termination through his or her Termination Date.

•

For LTPP Awards granted, the award will continue to vest and be paid based on the terms under which the award was granted.

Termination by TIAA Not Meeting Severance Plan Eligibility. If a Named Executive Officer’s employment is involuntarily terminated by TIAA under circumstances that do not meet the eligibility provisions of the Severance Plan, no amounts are generally payable under the plan. In addition, if the Named Executive Officer is terminated for misconduct or other serious infraction of TIAA policy, all LTPP performance units will be forfeited regardless of whether the Named Executive Officer qualifies for retirement under the LTPP. The Named Executive Officer may be entitled to receive benefits from the Retirement Plan and the Retirement Equalization Plan to the extent those benefits have been earned under the provisions of such plans and he or she has met the vesting requirements of such plans. In addition, the Named Executive Officer would be entitled to receive any amounts voluntarily deferred (and the earnings thereon) under the TIAA 401(k) Plan and the TIAA 401(k) Excess Plan.

Change in Control

TIAA has no post-employment compensation programs designed to provide benefits upon the change in control of TIAA. In addition, none of TIAA’s compensation and benefit plans contain provisions for payments in connection with a change in control.

Discussion of Potential Payments Triggered by Termination

The values set forth on the “Payments and Benefits Triggered by Termination” table below list the estimated additional compensation that would have been payable to each of the Named Executive Officers if employment had been terminated as of December 31, 2012 under various scenarios (generally corresponding to those described above).

The Named Executive Officers are generally eligible for benefits under the Severance Plan in the event of an applicable termination. With respect to payments shown for “Severance Plan Eligible” terminations:

•

amounts listed under “Salary” reflect the portion of the Severance Plan benefit that is based on salary level and years of service,

•

amounts listed under “Annual Cash Award” are based on a pro-rata portion of any unpaid bonus attributable to Named Executive Officer’s employment in the year in which such termination occurs, and

•

amounts listed under “Vesting of Previously Granted LTPP Awards” represent the value of previously-granted LTPP awards held by the Named Executive Officers as of December 31, 2011 that become vested due to the termination and which would otherwise have been forfeited upon termination of employment (other than due to death or disability).


TIAA-CREF Investment Horizon Annuity Prospectus		74

In the event of termination due to death or disability, all previously granted LTPP awards held as of December 31, 2012 would vest in accordance with LTPP, as listed in the “Vesting of Previously Granted LTPP Awards” column in the following table.

Payments and Benefits Triggered by Termination*

As of December 31, 2012


	Vesting of Previously Granted LTPP Awards⁴		Severance				Total
Name and Reason for Termination	Vesting of Previously Granted LTPP Awards⁴		Salary ⁽²⁾		Annual Cash Award⁽³⁾		Total

Anderson, David M.
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		531,652		65,999		199,174		796,825
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		531,652		—		—		531,652
Garcia, Anthony M.
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		—		—		—		—
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		—		—		—		—
Dougherty, Linda S.
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		42,801		32,452		21,020		96,273
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		42,801		—		—		42,801
Debenedictis, Elizabeth
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		135,456		45,408		—		180,864
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		135,456		—		—		135,456
Mancini, Lisa
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		48,986		79,648		15,496		144,130
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		48,986						48,986
Ragsdale, Jeremy W.
By Executive for Voluntary Resignation		—		—		—		—
By TIAA—Severance Plan Eligible		91,797		45,411		71,956		209,164
By TIAA—Not Severance Plan Eligible		—		—		—		—
Death or Disability⁽¹⁾		91,797		—		—		91,797

*	Amounts represent the executives’ payments and benefits which would be allocable to TIAA-CREF Life.

¹	In the event of termination due to death or disability, all previously granted LTPP awards held as of December 31, 2012 would vest in accordance with the LTPP.

²	Amounts represent the executives’ portion of the Severance Plan that is based on salary level and years of service.

³	“Severance—Annual Cash Award” payments reflect the pro-rated Annual Cash Award payable under the Severance Plan, based on 75% of the prior Annual Cash Award for the period.

⁴

“Vesting of Previously Granted LTPP Awards” reflects the value of previously-granted LTPP awards held by the named officers that are payable following a termination that is (a) Severance Plan eligible or (b) not Severance Plan eligible (not including misconduct), in each case, pursuant to the terms of either the Severance Plan or the LTPP, and which otherwise would have been forfeited upon termination of employment. These values corresponding to Severance Plan eligible terminations represent the unvested portion of LTPP Awards previously granted during the period of 2010 – 2012 and are not increased due to termination (other than any inherent increase in value attributable to the acceleration of a payment).


		75		TIAA-CREF Investment Horizon Annuity Prospectus

TRANSACTIONS WITH RELATED PERSONS

Certain Relationships and Related Transactions, and Director Independence.

Except for the agreements described below, there have been no transactions between TIAA-CREF Life and any related person since January 1, 2009, nor are any such related person transactions currently being contemplated for which disclosure would be required.

TIAA is the sole stockholder of TIAA-CREF Life, and TIAA-CREF Life and TIAA are parties to the following agreements:

Investment Management Agreement

The Investment Management Agreement provides that TIAA serves as investment adviser with respect to our investment portfolio that we maintain in connection with our business as an insurer. Under the Agreement, TIAA provides investment management services as we may request or as we may determine is reasonably necessary for the proper administration of our investment portfolio, and TIAA agrees to maintain sufficient facilities and trained personnel to perform those services. In consideration for the services provided under the Agreement, we agree to pay TIAA each calendar quarter a fee, which will be the cost to TIAA of performing the investment management services under the Agreement and to reimburse TIAA for any expenses relating to the performance of those services.

Amended and Restated Service Agreement

The Amended and Restated Service Agreement provides that TIAA will perform certain administrative and special services for our business operations, including accounting and bookkeeping services, treasury tasks, tax related services, provide operations systems, telecommunications and mail services, data processing services, maintenance of records, files and other information, legal advisory services, corporate secretarial services, actuarial advisory services, personnel services, public relations services, and such other services as we may request from time to time. In addition, the Agreement allows us to use, in our day-to-day operations, certain property, equipment, and facilities of TIAA, including, without limitation, data processing equipment, business property (whether owned or leased), and communication equipment. In consideration for the services provided under the Agreement, we agree to reimburse TIAA each quarter for the cost to TIAA of performing the services under the Agreement, as reasonably and equitably determined to be attributable to us by TIAA, including all direct and directly-allocable expenses, plus a reasonable charge for direct overhead as agreed to by us and TIAA from time to time.

Financial Support Agreement

We have a financial support agreement with TIAA, and, under this agreement, TIAA will provide financial support so that we will have the greater of (a) capital and surplus of $250.0 million, (b) the amount of capital and surplus necessary to maintain our capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain our financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any contract owner with recourse to TIAA.

Tax Allocation Agreement

As a subsidiary of TIAA, we are included in TIAA’s consolidated group for U.S. federal income tax purposes. With respect to tax returns for any taxable period in which we are included in TIAA’s consolidated group, the amount of taxes to be paid by us is determined, subject to some adjustments, as if we filed our own separate tax return. Under the Tax Allocation Agreement, TIAA agrees to prepare, and TIAA Board of Overseers, the sole, collective owner of TIAA, will execute and file, all consolidated returns with respect to the consolidated group. We agree to pay to TIAA an amount equal to the federal income tax payments that we would be obligated to pay the federal government if we filed a separate return. TIAA agrees to pay each of its subsidiaries, including us, any reductions in the consolidated group’s federal income tax liability that are attributable to the tax losses of the subsidiary, and any refund owed to the subsidiary.


TIAA-CREF Investment Horizon Annuity Prospectus		76

Distribution Arrangements

Our affiliate, TIAA-CREF Individual & Institutional Services, LLC (“TC Services”), a subsidiary of TIAA, is authorized to distribute contracts products issued through separate accounts for VA-1, VLI-1, and VLI-2 and distribute the IHA contracts.

Since May 1, 2012, these services are provided via a direct agreement between us and TC Services. Prior to May 1, 2012, these services were provided via agreements between TIAA and/or us and Teachers Personal Investor Services, Inc. (“TPIS”), also a subsidiary of TIAA, which subcontracted distribution services to TC Services for the IHA product pursuant to an Amended and Restated Distribution Agreement. Services is compensated by us for all reasonable direct and directly allocable expenses it incurs in providing distribution services under the IHA Distribution Agreement, as reasonably and equitably determined to be attributable to TC Services. During fiscal years 2012, 2011, and 2010, we paid TC Services $153,213, $221,488, $477,205, respectively, for distribution of all the Contracts.

Note Purchase Agreement

The Company maintains a $100 million unsecured 364-day revolving line of credit with TIAA. As of December 31, 2012, $30 million of this facility was maintained on a committed basis for which the Company paid a commitment fee of 10 basis points on the undrawn committed amount. During 2012 we made thirty six draw downs which totaled approximately $85.5 million, and 11 draw downs on the uncommitted portion of the line, which totaled approximately $51.5 million, of which no amount was outstanding at December 31, 2012.

Service Agreement

Services for funding agreements used to fund certain qualified state tuition programs for which TIAA-CREF Tuition Financing, Inc. (“TFI”), a wholly-owned subsidiary of Enterprises, is the program manager, are provided to TIAA-CREF Life by TFI pursuant to a Service Agreement between the Company and TFI.

Related Person Fees

For the services provided in accordance with the agreements identified above, we incurred $73.0 million in total fees to TIAA during the year ended December 31, 2012.

Transactions with Related Persons Prohibited

The Board of Directors and Executive Officers of TIAA-CREF Life, as employees of TIAA, must adhere to a Corporate Code of Conduct and a Code of Ethics for Senior Financial Officers adopted by TIAA’s Board of Trustees. The policies proscribe activities and transactions where the director’s or executive officer’s private interests interfere with the interests of TIAA, its affiliates and subsidiaries. Under these rules, no director or officer would be permitted to engage in transactions with TIAA for which disclosure is required under SEC rules. Annually, directors and executive officers must submit a form to TIAA’s General Counsel confirming that he or she has received, read and understands the Code of Ethics and has complied with the requirements of the Code; and notify the General Counsel promptly if he or she becomes aware of any existing or potential violation of this Code.


		77		TIAA-CREF Investment Horizon Annuity Prospectus

INDEX TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY

December 31, 2012


Independent Auditor’s Report			79

Statutory–Basis Financial Statements:

Statements of Admitted Assets, Liabilities and Capital and Surplus			80

Statements of Operations			81

Statements of Changes in Capital and Surplus			82

Statements of Cash Flows			83

Notes to Financial Statements			84

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


Report of Management Responsibility			119

Report of Independent Auditors			120

Statutory–Basis Financial Statements:

Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves			122

Statements of Operations			123

Statements of Changes in Capital and Contingency Reserves			124

Statements of Cash Flows			125

Notes to Financial Statements			126


TIAA-CREF Investment Horizon Annuity Prospectus		78

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of

TIAA-CREF Life Insurance Company:

We have audited the accompanying statutory financial statements of TIAA-CREF Life Insurance Company (the “Company”), which comprise the statutory statements of admitted assets, liabilities and surplus as of December 31, 2012 and 2011, and the related statutory statements of income and changes in surplus, and cash flows for the three years ended December 31, 2012.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

BASIS FOR ADVERSE OPINION ON U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

ADVERSE OPINION ON U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

In our opinion, because of the significance of the matter discussed in the “Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles” paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2012 and 2011, or the results of its operations or its cash flows for the three years ended December 31, 2012.

OPINION ON STATUTORY BASIS OF ACCOUNTING

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and surplus of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the three years ended December 31, 2012, in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services described in Note 2.

LOGO

PricewaterhouseCoopers LLP

Charlotte, NC

April 9, 2013


		79		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY

STATUTORY–BASIS STATEMENTS OF ADMITTED ASSETS,

LIABILITIES AND CAPITAL AND SURPLUS


	December 31,
(in thousands)	2012		2011


ADMITTED ASSETS
Bonds	$	3,684,513	$	3,182,147
Preferred stocks		2,470		7,343
Common stocks		271		163
Mortgage loans		—		13,726
Cash, cash equivalents and short-term investments		87,953		106,502
Contract loans		7,129		4,227
Other long-term investments		12,803		12,821
Investment income due and accrued		37,935		36,382
Federal income tax recoverable from TIAA		9,581		774
Net deferred federal income tax asset		6,272		5,441
Other assets		17,586		12,579
Separate account assets		1,789,814		867,988

Total admitted assets	$	5,656,327	$	4,250,093


LIABILITIES, CAPITAL AND SURPLUS
Liabilities
Reserves for life and health, annuities and deposit-type contracts	$	3,440,716	$	2,969,775
Asset valuation reserve		14,164		10,594
Interest maintenance reserve		6,934		6,427
Other liabilities		21,093		23,171
Separate account liabilities		1,760,489		841,741

Total liabilities		5,243,396		3,851,708


Capital and Surplus
Capital (2,500 shares of $1,000 par value common stock issued and outstanding)		2,500		2,500
Additional paid-in capital		357,500		357,500
Surplus		52,931		35,048
Deferred income taxes		—		3,337

Total capital and surplus		412,931		398,385

Total liabilities, capital and surplus	$	5,656,327	$	4,250,093

See notes to statutory-basis financial statements


TIAA-CREF Investment Horizon Annuity Prospectus		80

TIAA-CREF LIFE INSURANCE COMPANY

STATUTORY–BASIS STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
(in thousands)	2012			2011		2010


REVENUES
Insurance and annuity premiums and other considerations	$	284,892		$	225,388	$	218,934
Net investment income		147,749			132,685		129,279
Other revenue		31,935			13,775		12,524

Total revenues	$	464,576		$	371,848	$	360,737


EXPENSES
Policy and contract benefits	$	131,742		$	128,247	$	125,285
Increase in policy and contract reserves		128,507			83,741		74,327
Insurance expenses and taxes (excluding Federal income and capital gain taxes)		88,373			56,214		46,493
Interest on deposit-type contracts		26,374			17,580		28,537
Net transfers to separate accounts		57,976			37,938		48,360
Other benefits and expenses		9,858			17,268		3,433

Total expenses	$	442,830		$	340,988	$	326,435


Income before federal income tax and net realized capital gains (losses)		21,746			30,860		34,302
Federal income tax expense		1,243			10,545		8,509
Net realized capital gains (losses) less capital gains taxes, after transfers to the interest maintenance reserve		(2,360	)		9,190		(849	)

Net income	$	18,143		$	29,505	$	24,944

See notes to statutory-basis financial statements


		81		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY

STATUTORY–BASIS STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS


(in thousands)	Capital Stock		Additional Paid-In Capital		Surplus (Deficit)			Total

Balance, December 31, 2009	$	2,500	$	357,500	$	(6,687	)	$	353,313

Net income						24,944			24,944
Net unrealized capital loss on investments						(672	)		(672	)
Change in asset valuation reserve						(7,513	)		(7,513	)
Change in surplus in separate accounts						455			455
Change in liability for reinsurance in unauthorized companies						1,692			1,692
Change in net deferred income tax						(2,676	)		(2,676	)
Change in non-admitted assets:
Deferred federal income tax asset						213			213
Amount recoverable from reinsurers						(225	)		(225	)
Deferred premium asset limitation						146			146
Incremental deferred federal income tax asset						(189	)		(189	)
Other invested assets						1,089			1,089
Other assets						4			4

Balance, December 31, 2010	$	2,500	$	357,500	$	10,581		$	370,581

Net income						29,505			29,505
Net unrealized capital gains on investments						2,723			2,723
Change in asset valuation reserve						(2,789	)		(2,789	)
Change in surplus in separate accounts						(82	)		(82	)
Change in net deferred income tax						(14,040	)		(14,040	)
Change in non-admitted assets:
Deferred federal income tax asset						13,773			13,773
Amount recoverable from reinsurers						225			225
Deferred premium asset limitation						(1,070	)		(1,070	)
Incremental deferred federal income tax asset						(441	)		(441	)

Balance, December 31, 2011	$	2,500	$	357,500	$	38,385		$	398,385

Net income						18,143			18,143
Net unrealized capital gains on investments						129			129
Change in asset valuation reserve						(3,570	)		(3,570	)
Change in surplus in separate accounts						1,978			1,978
Change in liability for reinsurance in unauthorized companies						(1,190	)		(1,190	)
Change in net deferred income tax						(7,005	)		(7,005	)
Change in non-admitted assets:
Deferred federal income tax asset						7,836			7,836
Deferred premium asset limitation						(1,775	)		(1,775	)

Balance, December 31, 2012	$	2,500	$	357,500	$	52,931		$	412,931

See notes to statutory-basis financial statements


TIAA-CREF Investment Horizon Annuity Prospectus		82

TIAA-CREF LIFE INSURANCE COMPANY

STATUTORY–BASIS STATEMENTS OF CASH FLOWS


	For the Years Ended December 31,
(in thousands)	2012			2011			2010


CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	288,626		$	223,405		$	218,701
Miscellaneous income		19,036			12,494			11,419
Net investment income		146,894			132,287			140,012

Total Receipts		454,556			368,186			370,132
Policy and contract benefits		131,364			126,558			125,883
Commissions and expenses paid		97,489			68,319			52,128
Federal income tax expense (benefit)		7,097			(7,346	)		10,960
Net transfers to separate accounts		59,157			36,345			50,081

Total Disbursements		295,107			223,876			239,052

Net cash from operations		159,449			144,310			131,080


CASH FROM INVESTMENTS
Proceeds from long-term investments sold, matured, or repaid:
Bonds		484,231			383,016			425,289
Stocks		5,129			—			—
Mortgage loans		13,726			38,926			8,452
Miscellaneous proceeds		(8	)		51			5,163
Cost of investments acquired:
Bonds		992,311			1,067,103			569,674
Stocks		—			—			1,968
Miscellaneous applications		—			4,990			—
Net increase in contract loans		2,901			202			2,197

Net cash from investments		(492,134	)		(650,302	)		(134,935	)


CASH FROM FINANCING AND OTHER
Net deposits on deposit-type contracts funds		317,384			520,049			(22,396	)
Other cash provided (applied)		(3,248	)		4,437			3,374

Net cash from financing and other		314,136			524,486			(19,022	)

NET CHANGE IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		(18,549	)		18,494			(22,877	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		106,502			88,008			110,885

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, END OF YEAR	$	87,953		$	106,502		$	88,008

See notes to statutory-basis financial statements


		83		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

Note 1—Organization and Operations

TIAA-CREF Life Insurance Company commenced operations as a legal reserve life insurance company under the insurance laws of the State of New York on December 18, 1996, under its former name, TIAA Life Insurance Company and changed its name to TIAA-CREF Life Insurance Company (“TIAA-CREF Life” or the “Company”) on May 1, 1998. TIAA-CREF Life is a direct wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA” or the “Parent”), a legal reserve life insurance company established under the insurance laws of the State of New York in 1918.

The Company issues non-qualified annuity contracts with fixed and variable components, fixed and variable universal life contracts, funding agreements, term-life insurance and single premium immediate annuities.

Note 2—Significant Accounting Policies

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (the “Department”); a comprehensive basis of accounting that differs from accounting principles generally accepted in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income and capital and surplus between NAIC SAP and the New York SAP annual statement filed with the Department. The primary differences arise because the Company maintains more conservative reserves, as prescribed or permitted by New York SAP, under which annuity reserves are generally discounted on the basis of contractually guaranteed interest rates and mortality tables.

The deferred premium asset limitation results from the Department requiring that any deferred premium asset established along with the corresponding mean reserve should be reduced by the proportionate amount reinsured on a coinsurance basis. Under this approach the deferred premium asset for reinsurance is adjusted based upon the premium mode of the direct policy rather than the premium mode of the reinsurance agreement.


	For the Years Ended December 31,
(in thousands)	2012		2011		2010

Net Income, New York SAP	$	18,143	$	29,505	$	24,944
New York SAP Prescribed Practices:
Additional Reserves for:
Term Conversions		349		107		87
Deferred and Payout Annuities issued after 2000		—		—		(1	)

Net Income, NAIC SAP	$	18,492	$	29,612	$	25,030

Capital and Surplus, New York SAP	$	412,931	$	398,385	$	370,581
New York SAP Prescribed Practices:
Deferred Premium Asset Limitation		27,747		25,972		24,903
Additional Reserves for:
Term Conversions		1,589		1,240		1,133
Deferred and Payout Annuities issued after 2000		2		2		2

Capital and Surplus, NAIC SAP	$	442,269	$	425,599	$	396,619


TIAA-CREF Investment Horizon Annuity Prospectus		84

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Accounting Principles Generally Accepted in the United States: The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, the Company cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP.

The primary differences between GAAP and NAIC SAP can be summarized as follows.

Under GAAP:

•

The Asset Valuation Reserve (“AVR”) is eliminated as it is not recognized under GAAP. The AVR is established under NAIC SAP as a direct charge to surplus;

•

The Interest Maintenance Reserve (“IMR”) is eliminated as it is not recognized under GAAP. The realized gains and losses resulting from changes in interest rates are reported as a component of net income under GAAP rather than being deferred and subsequently amortized into income over the remaining expected life of the investment sold;

•

Certain assets designated as “non-admitted assets” are included in the GAAP balance sheet rather than excluded from assets in the statutory balance sheet;

•

Policy acquisition costs, such as commissions, and other costs incurred in connection with acquiring new business, are deferred and amortized over the expected lives of the policies issued under GAAP rather than being expensed when incurred;

•

Policy and contract reserves are based on estimates of expected mortality, morbidity, persistency and interest under GAAP rather than being based on statutory mortality, morbidity and interest requirements;

•

Investments in wholly-owned subsidiaries, other entities under the control of the parent, and certain variable interest entities are consolidated in the parent’s financial statements rather than being carried at the parent’s share of the underlying GAAP equity or statutory surplus of a domestic insurance subsidiary;

•

Investments in bonds considered to be “available for sale” are carried at fair value under GAAP rather than at amortized cost;

•

Impairments on securities (other than loan-backed and structured securities) due to credit losses are recorded as other-than-temporary impairments (“OTTI”) through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, an impairment for such securities is recorded through earnings for the difference between amortized cost and fair value;

•

For loan-backed and structured securities that are other-than-temporarily impaired, declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, such declines in fair value are not recorded until a credit loss is projected to occur;

•

Changes in the allowance for estimated uncollectible amounts related to mortgage loans are recorded through earnings rather than as unrealized losses, which is a component of surplus under NAIC SAP;

•

Changes in the value of certain other long-term investments accounted for under the equity method of accounting are recorded through earnings rather than as unrealized gains (losses), which is a component of surplus under NAIC SAP;

•

Deferred income taxes, subject to valuation allowance, include federal and state income taxes and changes in the deferred tax are reflected in earnings. Under NAIC SAP, deferred taxes exclude state income taxes and are admitted to the extent they can be realized within three years subject to a 15% limitation of capital and surplus with changes in the net deferred tax reflected as a component of surplus;


		85		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

•

Contracts that do not subject the Company to risks arising from policyholder mortality or morbidity are reported as a deposit liability. Under NAIC SAP, contracts that have any mortality and morbidity risk, regardless of significance, and contracts with life contingent annuity purchase rate guarantees are classified as insurance contracts and amounts received under these contracts are reported as revenue;

•

Declines in fair value of derivatives are recorded through earnings under GAAP rather than surplus. Derivatives embedded in host contracts are accounted for separately like a freestanding derivative if certain criteria are met. Replication Synthetic Asset Transactions (“RSAT”) are not recognized under GAAP.

•

Certain reinsurance transactions are accounted for as financing transactions under GAAP and as reinsurance for statutory purposes. Assets and liabilities are reported gross of reinsurance for GAAP and net of reinsurance for statutory purposes. Transactions recorded as financing under GAAP have no impact on premiums or losses incurred, while for statutory purposes, premiums paid to the reinsurer are recorded as ceded premiums (a reduction in revenue) and expected reimbursement for losses from the reinsurer are recorded as a reduction in losses.

The effects of these differences, while not determined, are presumed to be material.

Reclassifications: Certain prior year amounts in the financial statements have been reclassified to conform to the 2012 presentation. These reclassifications did not affect the total assets, liabilities, net income or surplus previously reported.

Use of Estimates: The preparation of the Company’s statutory-basis financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses at the date of the financial statements. Actual results may differ from those estimates.

ACCOUNTING POLICIES:

The following is a summary of the significant accounting policies followed by the Company:

Investments: Publicly traded securities are accounted for as of the date the investments are purchased or sold (trade date). Other investments are recorded on the settlement date. Realized capital gains and losses on investment transactions are accounted for under the specific identification method. A realized loss is recorded when an impairment is considered to be other-than-temporary.

Bonds: Bonds are stated at amortized cost using the current effective interest method. Bonds in or near default (rated NAIC 6) are stated at the lower of amortized cost or fair value. Bonds the Company intends to sell prior to maturity (“held for sale”) are stated at the lower of amortized cost or fair value.

Included within bonds are loan-backed and structured securities. Estimated future cash flows and expected prepayment speeds are used to determine the amortization of loan-backed and structured securities under the prospective method. Expected future cash flows and prepayment speeds are evaluated quarterly. Certain loan-backed and structured securities are reported at the lower of cost or fair value as a result of the NAIC modeling process.

If it is determined that a decline in the fair value of a bond, excluding loan-backed and structured securities, is other-than-temporary, the cost basis of the bond is written down to fair value and the amount of the write down is accounted for as a realized loss. The new cost basis is not changed for subsequent recoveries in fair value. Future declines in fair value which are determined to be other-than-temporary are recorded as realized losses.

For loan-backed and structured securities, when an OTTI has occurred because the Company does not expect to recover the entire amortized cost basis of the security, with the intent and ability to hold, the amount of the OTTI recognized as a realized loss is the difference between the security’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured securities’ effective interest rate.


TIAA-CREF Investment Horizon Annuity Prospectus		86

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

For loan-backed and structured securities, when an OTTI has occurred because the Company intends to sell the securities or the Company does not have the intent and ability to retain the security for a period of time sufficient to recover the amortized cost basis, the amount of the OTTI recognized is the difference between the security’s amortized cost basis and fair value at the balance sheet date.

In periods subsequent to the recognition of an OTTI loss for a loan-backed and structured security, the Company accounts for the other-than-temporarily impaired security as if the security had been purchased on the measurement date of the impairment. The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in future periods based on prospective changes in cash flow estimates.

The fair values for publicly traded long term bond investments are generally determined using prices provided by third party pricing services. For privately placed long term bond investments without readily ascertainable market value, such values are determined with the assistance of independent pricing services utilizing a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Common Stocks: Common stocks of unaffiliated companies are stated at fair value, which is based on quoted market prices, where available. Changes in fair value are recorded through surplus. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Preferred Stocks: Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5, or 6 which are stated at the lower of amortized cost or fair value. The fair values of preferred stocks are determined using prices provided by third party pricing services or valuations from the NAIC. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Mortgage Loans: Mortgage loans are stated at amortized cost, net of valuation allowances. Mortgage loans held for sale are stated at the lower of amortized cost or fair value. Mortgage loans are evaluated for impairment when it is probable that the receipt of contractual payments of principal and interest may not occur when scheduled. If the impairment is considered to be temporary, a valuation reserve is established for the excess of the carrying value of the mortgage over its estimated fair value. Changes in valuation reserves for mortgage loans are included in net unrealized capital gains and losses on investments. When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recorded as a realized loss and a new cost basis is established. The fair value of mortgage loans is generally determined using a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Wholly-Owned Subsidiaries: Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus; (2) non-insurance subsidiaries are stated at the value of their underlying audited GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.

Other Long-term Investments: Other long-term investments primarily include investments in limited partnerships and limited liability companies which are carried at the Company’s percentage of the underlying U.S. GAAP, International Financial Reporting Standard or U.S. Tax basis equity as reflected on the respective entity’s financial statements. The Company monitors the effects of current and expected market conditions and other factors on these investments to identify and quantify any impairment in value. The Company assesses impairment information by performing analysis between the carrying value and the cost basis of the investments. The Company evaluates recoverability of the asset to determine if OTTI is warranted. When it is


		87		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

determined that a decline in fair value of an investment is other than temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.

Other long-term investments include the Company’s investments in surplus notes, which are stated at amortized cost. All of the Company’s investments in surplus notes have an NAIC 1 rating designation. The carrying amount of the Company’s investments in surplus notes was $11,713 thousand at December 31, 2012.

Cash and Cash Equivalents: Cash includes cash on deposit and cash equivalents. Cash equivalents are short-term, highly liquid investments, with original maturities of three months or less at the date of purchase, and are stated at amortized cost.

Short-Term Investments: Short-term investments (investments with remaining maturities of one year or less at the time of acquisition, excluding those investments classified as cash equivalents) that are not impaired are stated at amortized cost using the straight line interest method. Short-term investments that are impaired are stated at the lower of amortized cost or fair value.

Contract Loans: Contract loans are stated at outstanding principal balances.

Derivative Instruments: The Company has filed a Derivatives Use Plan with the Department. This plan details the Company’s derivative policy objectives, strategies, controls and any restrictions placed on various derivative types. The plan also specifies the procedures and systems that the Company has established to evaluate, monitor and report on the derivative portfolio in terms of valuation, hedge effectiveness and counterparty credit quality. The Company may use derivative instruments for hedging, income generation, asset-liability management and asset replication purposes. Derivatives used by the Company may include interest rate swaps, credit default swaps, foreign currency forwards, equity index options and foreign currency swaps.

The carrying value of a derivative position may be at cost or fair value, depending on the type of instrument and accounting status. Hedge accounting is applied for some foreign currency swaps that hedge fixed income investments carried at amortized cost. The foreign exchange premium or discount for these foreign currency swaps is amortized into income and a currency translation adjustment computed at the spot rate is recorded as an unrealized gain or loss. The derivative component of a RSAT is carried at unamortized premiums received or paid, adjusted for any impairments. The cash component of a RSAT is classified as a bond on the Company’s balance sheet. Derivatives used in hedging transactions where hedge accounting is not being utilized are carried at fair value. The Company does not offset the carrying value amounts recognized for derivatives executed with the same counterparty under the same netting agreement.

Investment Income Due and Accrued: Investment income due is investment income earned and legally due to be paid to the Company at the reporting date. Investment income accrued is investment income earned but not legally due to be paid to the Company until subsequent to the reporting date. The Company writes off amounts deemed uncollectible as a charge against investment income in the period such determination is made. Amounts deemed collectible, but over 90 days past due for any invested asset except mortgage loans in default are non-admitted. Amounts deemed collectible, but over 180 days past due for mortgage loans in default are non-admitted. The Company accrues interest income on impaired loans to the extent it is deemed collectible.

Separate Accounts: Separate Accounts are established in conformity with insurance laws and are segregated for the Company’s general account and are maintained for the benefit of separate account contract holders. Separate accounts are generally accounted for at fair value, except the SVSA products which are accounted for at book value in accordance with NAIC guidance.


TIAA-CREF Investment Horizon Annuity Prospectus		88

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Investment transactions in foreign currencies are recorded at the exchange rates prevailing on the respective transaction dates. All other asset and liability accounts that are denominated in foreign currencies are adjusted to reflect exchange rates at the end of the relevant period. Realized and unrealized gains and losses due to foreign exchange transactions and translation adjustments are not separately reported but are collectively included in realized and unrealized capital gains and losses, respectively.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets. The non-admitted portion of the Deferred Federal Income Tax (“DFIT”) asset was $16,398 thousand and $24,234 thousand at December 31, 2012 and 2011, respectively. The non-admitted portion of deferred premium assets was $27,747 thousand and $25,972 thousand at December 31, 2012 and 2011, respectively. Changes in non-admitted assets are charged or credited directly to surplus.

Insurance and Annuity Premiums: Life insurance premiums are recognized as revenue over the premium-paying period of the related policies. Annuity considerations are recognized as revenue when received. Deposits on deposit-type contracts are recorded directly as a liability when received. Expenses incurred when acquiring new business are charged to operations as incurred.

Reserves for Life and Health Insurance, Annuities and Deposit-type Contracts: Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves established utilize assumptions for interest, mortality and other risks insured. Such reserves are established to provide for adequate contractual benefits guaranteed under policy and contract provisions.

Liabilities for deposit-type contracts, which do not contain any life contingencies, are equal to deposits received and interest credited to the benefit of contract holders, less surrenders or withdrawals (that represent a return to the contract holders) plus additional reserves (if any) necessitated by actuarial regulations.

The Company performed Asset Adequacy Analysis in order to test the adequacy of its reserves in light of the assets supporting such reserves, and determined that its reserves were sufficient to meet its obligations.

Interest Maintenance Reserve: The IMR defers recognition of realized capital gains and losses resulting from changes in the general level of interest rates. These gains and losses are amortized into investment income over the expected remaining life of the investments sold. The IMR is calculated in accordance with the NAIC Annual Statement Instructions for Life and Accident and Health Insurance Companies.

A realized gain or loss on each bond sold, excluding loan-backed and structured securities, is interest-related if the security’s NAIC rating did not change by more than one classification from the date of purchase to the date of sale, and its NAIC rating was never a 6 during the holding period.

A realized gain or loss on each preferred stock sold is interest-related if the security did not have an NAIC rating of 4, 5 or 6 at any time during the holding period and the NAIC rating did not change by more than one classification from the date of purchase to the date of sale.

A realized gain or loss on each mortgage loan sold may be interest-related if interest is not more than 90 days past due, not in the process of foreclosure or voluntary conveyance, or the mortgage loan was not restructured over the prior two years.

A realized gain or loss on each derivative investment sold is interest-related based on the characteristics of the underlying invested asset.


		89		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Asset Valuation Reserve: The AVR is established to offset potential credit-related investment losses from bonds, stocks, mortgage loans, real estate, derivatives and other long-term investments. Changes in AVR are recorded directly to surplus. The AVR is calculated in accordance with the NAIC Annual Statement Instructions for Life and Accident and Health Insurance Companies.

Realized gains or losses resulting from the sale of U.S. Government securities and securities of agencies which are backed by the full faith and credit of the U.S. Government are exempt from the AVR.

A realized gain or loss on each bond sold, excluding loan-backed and structured securities, is non-interest-related if the security’s NAIC rating changed by more than one classification from the date of purchase to the date of sale, or its NAIC rating was a 6 at any time during the holding period.

A realized gain or loss on each preferred stock sold is non-interest-related if the security had an NAIC rating of 4, 5 or 6 at any time during the holding period or the NAIC rating changed by more than one classification from the date of purchase to the date of sale.

A realized gain or loss on each mortgage loan sold is non-interest-related if interest is more than 90 days past due, in the process of foreclosure or voluntary conveyance, or the mortgage loan was restructured over the prior two years.

A realized gain or loss on each derivative investment sold is non-interest-related based on the characteristics of the underlying invested asset.

For loan-backed and structured securities, realized gains or losses resulting from sale transactions and realized losses resulting from OTTI are bifurcated between IMR and AVR based upon the present value of cash flows and amortized cost at the time of the transaction. OTTI for non-loan backed and structured securities, stocks, mortgage loans, real estate and other long-term investments are considered non-interest related realized losses and included in the AVR calculation.

APPLICATION OF NEW ACCOUNTING PRONOUNCEMENTS:SSAP No. 101—Income Taxes, a Replacement of SSAP No. 10R—Income Taxes, A Temporary Replacement of SSAP No. 10 and SSAP No. 10—Income Taxes effective January 1, 2012. For purposes of accounting for federal and foreign income taxes, the Company adopted FASB Statement No. 109, Accounting for Income Taxes (FAS 109) with modifications for state income taxes, the realization criteria for deferred tax assets, and the recording of the impact of changes in deferred tax balances. Adoption of SSAP No. 101 did not have a material impact on the current and deferred taxes that had been presented under SSAP No. 10R.

SSAP No. 92—Accounting for Postretirement Benefits Other Than Pensions, A Replacement of SSAP No. 14, effective for quarterly and annual reporting periods beginning on or after January 1, 2013 with early adoption permitted. This statement establishes financial accounting and reporting standards for an insurer that offers a defined benefit postretirement plan to its employees. Any unfunded defined benefit amounts, as determined when the projected benefit obligation exceeds the fair value of plan assets, is a liability under SSAP No. 5R and shall be reported in the first quarter statutory financial statements after the transition date with a corresponding entry to unassigned funds (surplus). If the fair value of plan assets exceeds the projected benefit obligation, the asset shall be considered a non-admitted asset. Net periodic pension cost shall include a component for unrecognized prior service cost for non-vested employees beginning in 2013. The Company has determined that SSAP No. 92 will not have a material impact.


TIAA-CREF Investment Horizon Annuity Prospectus		90

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

annual reporting periods. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. On and after the effective date, the concept of a qualifying special purpose entity is no longer relevant for statutory accounting purposes. The unit of account for sale treatment is defined to be an entire financial asset or a pro rata participating interest without subordination. The disclosure provisions of this statement shall be applied to transfers that occurred both before and after the effective date of this statement. The Company does not expect SSAP No. 103 to have a significant impact.

Note 3—Long Term Bonds, Preferred Stocks and Common Stocks

The book/adjusted carrying value, estimated fair value, excess of fair value over book/adjusted carrying value and excess of book/adjusted carrying value over fair value of long-term bonds and preferred stocks at December 31 are shown below (in thousands):


			2012 Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/ Adjusted Carrying Value		Book/ Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	204,896	$	13,802	$	(7	)	$	218,691
States, territories & possessions		25,287		1,446		—			26,733
Political subdivisions of states, territories, & possessions		11,957		119		(50	)		12,026
Special revenue & special assessment, non-guaranteed agencies & government		373,789		23,452		(186	)		397,055
Industrial & miscellaneous		3,052,644		235,989		(9,171	)		3,279,462
Credit tenant loans		7,619		762		—			8,381
Hybrids		8,321		301		—			8,622
Total bonds		3,684,513		275,871		(9,414	)		3,950,970
Preferred stocks		2,470		849		—			3,319
Total bonds and preferred stocks	$	3,686,983	$	276,720	$	(9,414	)	$	3,954,289


			2011 Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/ Adjusted Carrying Value		Book/ Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. governments	$	140,136	$	9,234	$	—		$	149,370
States, territories & possessions		8,970		851		—			9,821
Political subdivisions of states, territories, & possessions		7,459		371		—			7,830
Special revenue & special assessment, non-guaranteed agencies & government		318,694		26,051		(228	)		344,517
Industrial & miscellaneous		2,686,380		196,283		(35,041	)		2,847,622
Credit tenant loans		9,235		1,577		—			10,812
Hybrids		11,273		56		(75	)		11,254
Total bonds		3,182,147		234,423		(35,344	)		3,381,226
Preferred stocks		7,343		1,170		—			8,513
Total bonds and preferred stocks	$	3,189,490	$	235,593	$	(35,344	)	$	3,389,739


		91		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Impairment Review Process: All securities are subjected to the Company’s process for identifying OTTI. The Company writes down securities that it deems to have an OTTI in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators, rating agencies and various public sources; (f) the potential for impairments in an entire industry sector or sub-sector; (g) the potential for impairments in certain economically-depressed geographic locations; and (h) the potential for impairment based on an estimated discounted cash flow analysis for loan-backed and structured securities. Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, the Company continues to review the impaired security for appropriate valuation on an ongoing basis.

Based upon the factors above in the Company’s impairment evaluation process, the securities discussed in the following section which were in an unrealized loss position at December 31, 2012 and 2011, were not deemed to be other than temporarily impaired.

Unrealized Losses on Bonds and Preferred Stocks: The gross unrealized losses and estimated fair values for bonds and preferred stocks by the length of time that individual securities had been in a continuous unrealized loss position are shown in the table below (in thousands):


	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2012
All other bonds	$	152,915	$	(843	)	$	152,072	$	21,960	$	(1,332	)	$	20,628
Loaned-backed and structured bonds		—		—			—		71,292		(7,239	)		64,053
Total bonds	$	152,915	$	(843	)	$	152,072	$	93,252	$	(8,571	)	$	84,681
Preferred stocks		—		—			—		—		—			—
Total bonds and preferred stocks	$	152,915	$	(843	)	$	152,072	$	93,252	$	(8,571	)	$	84,681


	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2011
All other bonds	$	219,793	$	(4,050	)	$	215,743	$	44,410	$	(2,852	)	$	41,558
Loaned-backed and structured bonds		13,090		(3,041	)		10,049		109,943		(25,401	)		84,542
Total bonds	$	232,883	$	(7,091	)	$	225,792	$	154,353	$	(28,253	)	$	126,100
Preferred stocks		—		—			—		—		—			—
Total bonds and preferred stocks	$	232,883	$	(7,091	)	$	225,792	$	154,353	$	(28,253	)	$	126,100

As of December 31, 2012, the categories of securities where the estimated fair value declined and remained below cost for less than twelve months were concentrated in public utilities (28%), revenue and special obligations (21%) and manufacturing (12%). The preceding percentages were calculated as a percentage of the gross unrealized loss.


TIAA-CREF Investment Horizon Annuity Prospectus		92

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

As of December 31, 2012, the categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were concentrated in commercial mortgage-backed securities (55%) and residential mortgage-backed securities (21%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2011, the categories of securities where the estimated fair value declined and remained below cost for less than twelve months were concentrated in commercial mortgage-backed securities (38%), manufacturing (24%) and finance (21%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2011, the categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were concentrated in commercial mortgage-backed securities (72%) and residential mortgage backed securities (11%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

Based upon the Company’s current evaluation of these securities in accordance with its impairment policy, the cause of the decline is primarily attributable to increased market yields for these particular securities since acquisition caused principally by credit spreads. The Company currently intends and has the ability to hold the securities with unrealized losses for a period of time sufficient for them to recover and the Company has concluded that these securities are not other–than-temporarily impaired.

Scheduled Maturities of Bonds: The carrying value and estimated fair value of bonds, categorized by contractual maturity, are shown below. Bonds not due at a single maturity date have been included in the following table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may prepay obligations with or without call or prepayment penalties. Mortgage-backed and asset-backed securities are shown separately in the table below, as they are not due at a single maturity date (in thousands):


	December 31, 2012							December 31, 2011
	Carrying Value		% of Total			Estimated Fair Value		Carrying Value		% of Total			Estimated Fair Value
Due in one year or less	$	338,034		9.2	%	$	345,739	$	158,966		5.0	%	$	161,783
Due after one year through five years		1,361,867		37.0			1,422,373		1,436,179		45.1			1,496,322
Due after five years through ten years		827,612		22.5			891,555		575,910		18.1			618,883
Due after ten years		619,507		16.7			727,905		464,264		14.6			551,272
Subtotal		3,147,020		85.4			3,387,572		2,635,319		82.8			2,828,260
Residential mortgage-backed securities		333,499		9.0			354,369		315,503		9.9			339,993
Commercial mortgage-backed securities		87,345		2.4			85,587		105,052		3.3			83,104
Asset-backed securities		116,649		3.2			123,442		126,273		4.0			129,869
Subtotal		537,493		14.6			563,398		546,828		17.2			552,966
Total	$	3,684,513		100.0	%	$	3,950,970	$	3,182,147		100.0	%	$	3,381,226

For the year ended December 31, 2012, the preceding table includes no NAIC 6 long-term bond investments.

For the year ended December 31, 2012, the preceding table includes sub-prime mortgage investments totaling $13,248 thousand under residential mortgage-backed securities. 68% of the sub-prime securities were rated investment grade (NAIC 1 and 2).

For the year ended December 31, 2011, the preceding table includes NAIC 6 long-term bond investments totaling approximately $11 thousand which are categorized as residential mortgage-backed securities.


		93		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

For the year ended December 31, 2011, the preceding table includes sub-prime mortgage investments totaling $16,462 thousand under residential mortgage-backed securities. 70% of the sub-prime securities were rated investment grade (NAIC 1 and 2).

Bond Diversification: The carrying values of long-term bond investments were diversified by the following classification at December 31 as follows:


	2012			2011
Manufacturing		25.0	%		24.0	%
Public utilities		13.7			15.8
Finance and financial services		12.4			11.7
Residential mortgage-backed securities		9.1			9.9
Oil and gas		8.1			9.1
Communication		4.9			5.0
U.S. and other governments		3.9			2.4
Mining		3.6			2.4
Transportation		3.5			3.6
Asset Backed Securities		3.2			4.0
Real estate investment trusts		3.1			1.8
Services		2.9			3.9
Commercial mortgage backed securities		2.4			3.3
Revenue and Special Obligation		2.4			1.0
Retail and wholesale trade		1.8			2.1
Total		100.0	%		100.0	%

Troubled Debt Restructuring: During 2012 and 2011, the Company did not acquire any bonds or stocks through troubled debt restructurings.

Exchanges: The Company acquired bonds and stocks through exchanges aggregating $14,961 thousand and $37,907 thousand during the year ended December 31, 2012 and 2011, respectively. When exchanging securities, the Company generally accounts for assets at their fair value with any gain or loss realized at the date of exchange, unless the exchange was as a result of restricted securities under SEC rule 144A exchanged for unrestricted securities, which are accounted for at book value.

Loan-backed and Structured Securities: The near-term prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from performance experience for a particular transaction and may vary by security type. The long-term assumptions are adjusted based on expected performance.

The following represents OTTI on securities with the intent to sell or the inability to retain for the year ended December 31, 2012 (in thousands):


	1		2				3
	Amortized Cost Basis Before OTTI		OTTI Recognized in Loss
	Amortized Cost Basis Before OTTI		2a Interest		2b Non-interest		Fair Value 1-(2a+2b)
OTTI recognized
a. Intent to sell	$	7,731	$	1,486	$	2,111	$	4,134
b. Inability to retain		—		—		—		—
Total	$	7,731	$	1,486	$	2,111	$	4,134

The Company had no OTTI on securities which it lacked the ability to hold or had the intent to sell for the year ended December 31, 2011.


TIAA-CREF Investment Horizon Annuity Prospectus		94

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following table represents loan-backed and structured securities with a recognized OTTI and currently held at December 31, 2012 where the present value of cash flows expected to be collected is less than the amortized cost (in whole dollars):


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment			Amortized Cost After Other-Than- Temporary Impairment		Fair Value at time of OTTI		Date of Financial Statement Where Reported
05947US74	$	2,725,844	$	—	¹	$	(1,317,969	)	$	1,407,875	$	1,407,875		12/31/2012
52521RAS0		1,023,943		1,015,918			(8,025	)		1,015,918		1,066,677		12/31/2012
05947US74		5,005,561		—	¹		(2,279,717	)		2,725,844		2,725,844		9/30/2012
361849N57		1,604,649		—	*		(1,604,649	)		—		1,488,402		6/30/2012
52521RAS0		1,218,036		1,194,916			(23,120	)		1,194,916		1,048,376		6/30/2012
361849N57		4,799,529		1,865,385			(2,934,144	)		1,865,385		2,129,365		3/31/2012
52521RAS0		1,457,118		1,341,799			(115,319	)		1,341,799		1,230,650		3/31/2012
78443CAR5		4,723,286		1,661,987			(3,061,299	)		1,661,987		1,643,859		12/31/2011
52521RAS0		1,619,808		1,564,385			(55,423	)		1,564,385		1,726,363		9/30/2011
525221EB9		3,980,520		3,884,257			(96,263	)		3,884,257		3,470,812		6/30/2011
361849N57		9,826,091		5,057,748			(4,768,343	)		5,057,748		6,399,080		3/31/2011
525221EB9		4,247,625		4,113,923			(133,702	)		4,113,923		3,491,099		3/31/2011
76113GAC2		220,904		168,594			(52,310	)		168,594		387,051		3/31/2011
361849N57		10,019,085		9,845,076			(174,009	)		9,845,076		6,149,360		12/31/2010
525221EB9		4,506,525		4,491,161			(15,364	)		4,491,161		3,593,739		12/31/2010
52521RAS0		1,893,411		1,794,754			(98,657	)		1,794,754		1,195,473		12/31/2010
52521RAS0		2,357,222		1,999,845			(357,377	)		1,999,845		1,262,735		9/30/2010
525221EB9		4,788,617		4,629,945			(158,672	)		4,629,945		3,612,550		9/30/2010
05948KZV4		821,818		799,825			(21,993	)		799,825		738,142		6/30/2010
126171AQ0		4,279,102		3,221,462			(1,057,640	)		3,221,462		1,920,795		6/30/2010
161551GA8		3,525		3,112			(413	)		3,112		1,742		6/30/2010
52521RAS0		2,469,848		2,467,918			(1,930	)		2,467,918		1,318,571		6/30/2010
161551GA8		3,552		3,547			(5	)		3,547		1,616		3/31/2010
05948KZV4		1,663,136		873,300			(789,836	)		873,300		712,928		3/31/2010
525221EB9		4,971,258		4,803,741			(167,517	)		4,803,741		3,475,458		3/31/2010
52521RAS0		2,782,285		2,514,992			(267,293	)		2,514,992		1,353,507		3/31/2010
76113GAC2		981,879		350,473			(631,406	)		350,473		382,698		3/31/2010
126171AQ0		4,979,133		4,294,375			(684,758	)		4,294,375		1,184,275		12/31/2009
161551GA8		8,692		3,568			(5,124	)		3,568		727		12/31/2009
525221EB9		4,999,219		4,976,531			(22,688	)		4,976,531		2,699,322		12/31/2009
33848JAC9		4,999,895		3,183,306			(1,816,589	)		3,183,306		2,894,035		9/30/2009
161551GA8		3,129		—	¹		(2,168	)		961		961		6/30/2009
52521RAS0		3,173,729		—	¹		(1,672,517	)		1,501,212		1,501,212		6/30/2009
161551GA8		6,290		—	¹		(5,623	)		667		667		3/31/2009
05948KZV4		5,974,533		—	¹		(4,889,875	)		1,084,658		1,084,658		12/31/2008
161551GA8		12,971		—	¹		(6,764	)		6,207		6,207		12/31/2008
76113GAC2		4,756,743		—	¹		(4,437,090	)		319,653		319,653		12/31/2008
20847TBL4		2,370,132		—	¹		(1,780,189	)		589,943		589,943		12/31/2008
Total						$	(35,515,780	)

¹	Impairment based on Fair Value

*	Securities identified as having a net present value of $0


		95		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

OTHER DISCLOSURES:

At December 31, 2012 and 2011, the carrying value of common stock denominated in foreign currency was $271 thousand and $163 thousand, respectively. The Company had no bonds denominated in foreign currency as of December 31, 2012 or 2011.

Debt securities amounting to approximately $8,401 thousand and $8,476 thousand at December 31, 2012 and 2011, respectively, were on deposit with governmental authorities or trustees, as required by law.

The Company had no restricted stock as of December 31, 2012 or 2011.

Note 4—mortgage loans

As of December 31, 2012, the Company did not have any mortgage loans. The Company did not originate conventional loans or acquire mezzanine loans during 2012 or 2011; therefore, there was no coupon rate or maximum percentage of any one loan to the value of the security at the time of the originated loans for 2012 or 2011.

Impairment Review Process: The Company monitors the effects of current and expected market conditions and other factors on the collectability of mortgage loans to identify and quantify any impairment in value. Impairments are classified as either temporary, for which a recovery is anticipated, or other-than-temporary. Mortgage loans held to maturity with other-than-temporarily impaired values are written down to net realizable values based upon independent appraisals of the collateral while mortgage loans held for sale are written down to the current fair value of the loan.

There were no investments in impaired mortgage loans at December 31, 2012 and 2011.

There were no allowances for mortgage loan credit losses where any impairment was determined to be temporary at December 31, 2012 and 2011.

Mortgage Loan Diversification: The following tables set forth the mortgage loan portfolio by property type and geographic region (in thousands):


	December 31, 2012					December 31, 2011
	Carrying Value		% of Total			Carrying Value		% of Total
Property Type
Shopping centers	$	—		—	%	$	8,562		62.4	%
Apartments		—		—	%		5,164		37.6	%
Total	$	—		—	%	$	13,726		100.0	%


	December 31, 2012					December 31, 2011
	Carrying Value		% of Total			Carrying Value		% of Total
Geographic Region
Mountain	$	—		—	%	$	8,562		62.4	%
South Central		—		—	%		5,164		37.6	%
Total	$	—		—	%	$	13,726		100.0	%


TIAA-CREF Investment Horizon Annuity Prospectus		96

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Regional classification is based on American Council of Life Insurers regional chart. See below for details of regions.

South Atlantic states are DE, DC, FL, GA, MD, NC, SC, VA and WV

South Central states are AL, AR, KY, LA, MS, OK, TN and TX

North Central states are IA, IL, IN, KS, MI, MN, MO, NE, ND, OH, SD and WI

Mountain states are AZ, CO, ID, MT, NV, NM, UT and WY

At December 31, 2011, the entire mortgage portfolio in the Mountain region consisted of an investment in Arizona and the South Central region consisted of an investment in Texas.

Scheduled Mortgage Loan Maturities: The following table sets forth the contractual maturity schedule of mortgage loans (in thousands):



	December 31, 2012					December 31, 2011
	Carrying Value		% of Total			Carrying Value		% of Total
Due in one year or less	$	—		—	%	$	8,562		62.4	%
Due after one year through five years		—		—	%		5,164		37.6	%
Total	$	—		—	%	$	13,726		100.0	%

Actual maturities may differ from contractual maturities because borrowers may have the right to prepay mortgages, although prepayment premiums may be applicable.

There were no mortgage troubled debt restructurings during the periods ended December 31, 2012 and 2011. When restructuring mortgage loans, the Company generally requires participation features, yield maintenance stipulations, and/or the establishment of property-specific escrow accounts funded by the borrowers. With respect to impaired loans, the Company accrues interest income to the extent it is deemed collectible. Cash received on impaired mortgage loans that are performing according to their contractual terms is applied in accordance with those terms. For mortgage loans in the process of foreclosure, cash received is initially held in suspense and applied as a return of principal at the time that the foreclosure process is completed, or the mortgage is otherwise disposed. There were no mortgage loans with interest more than 180 days past due at December 31, 2012 or 2011.

During 2012 and 2011, the Company did not reduce the interest rate of any outstanding loans.

The Company did not have any taxes, assessments or amounts advanced that were not included in the mortgage loan totals for the years ended December 31, 2012 and 2011.

The Company has no reverse mortgages as of December 31, 2012 and 2011.

The Company has no mortgage loans denominated in foreign currency as of December 31, 2012 and 2011.

The Company does not underwrite nor does it hold sub-prime mortgages in the commercial mortgage loan portfolio and does not have any material indirect exposure from sub-prime lenders who are tenants in buildings that are secured by commercial mortgages.


		97		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 5—subsidiaries and affiliates

The Company is a direct wholly-owned insurance subsidiary of TIAA, an insurance company domiciled in the State of New York. TIAA-CREF Life Insurance Agency (“Agency”) is the sole operating subsidiary of TIAA-CREF Life. The Company has no investments in subsidiary, controlled and affiliated entities that exceed 10% of its admitted assets. Agency’s carrying value of $1,128 thousand and $1,108 thousand at December 31, 2012 and 2011, respectively, is included in other long-term investments on the statutory-basis statements of admitted assets, liabilities and capital and surplus. The carrying value of Agency was not audited or other-than-temporarily impaired for the years ended December 31, 2012 or 2011.

At December 31, 2012 and 2011, respectively, the Company reported $11,744 thousand and $19,935 thousand as amounts due to parent, subsidiaries and affiliates.

Note 6—commitments

At December 31, 2012, the Company had no outstanding commitments to fund future investments.

Note 7—investment income and capital gains and losses

Net Investment Income: The components of net investment income for the years ended December 31, were as follows (in thousands):


	2012			2011			2010
Bonds	$	145,961		$	131,395		$	127,521
Stocks		385			491			458
Mortgage loans		496			1,006			1,533
Cash, cash equivalents and short-term investments		441			514			705
Other long-term investments		1,047			457			142
Total gross investment income	$	148,330		$	133,863		$	130,359
Less investment expenses		(2,831	)		(2,224	)		(1,666	)
Net investment income before amortization of IMR		145,499			131,639			128,693
Amortization of IMR		2,250			1,046			586
Net investment income	$	147,749		$	132,685		$	129,279

The Company had no due and accrued income excluded from net income for the years ended December 31, 2012, 2011 and 2010.

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions of investments and write-downs due to OTTI for the years ended December 31 were as follows (in thousands):


	2012			2011			2010
Bonds	$	(2,804	)	$	(5,022	)	$	1,225
Stocks		256			—			(127	)
Mortgage loans		—			—			(342	)
Derivative instruments		—			—			171
Cash, cash equivalent and short-term investments		(7	)		51			1
Total before capital loss tax and transfers to IMR		(2,555	)		(4,971	)		928
Transfers to IMR		(2,757	)		(1,299	)		(1,777	)
Capital loss tax benefit		2,952			15,460			—
Net realized capital gains (losses) less capital loss tax, after transfers to IMR	$	(2,360	)	$	9,190		$	(849	)


TIAA-CREF Investment Horizon Annuity Prospectus		98

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Write-downs of investments resulting from OTTI, included in the preceding table, were as follows for the years ended December 31 (in thousands):


	2012		2011		2010
Other-than-temporary impairments:
Bonds	$	8,287	$	8,243	$	4,189
Preferred stocks		—		—		127
Mortgage loans		—		—		2,379
Total	$	8,287	$	8,243	$	6,695

The Company generally holds its investments until maturity. The Company performs periodic reviews of its portfolio to identify investments which may have deteriorated in credit quality to determine if any are candidates for sale in order to maintain a quality portfolio of investments. Investments which are deemed candidates for sale are continually monitored until sold and carried at the lower of amortized cost or fair value. In accordance with the Company’s valuation and impairment process the investment will be monitored quarterly for further declines in fair value at which point an OTTI will be recorded until actual disposal of the investment.

Proceeds from sales of long-term bond investments during 2012, 2011 and 2010 were $199,747 thousand, $104,382 thousand and $62,289 thousand, respectively. Gross gains of $5,668 thousand, $5,143 thousand and $7,041 thousand, and gross losses, excluding impairments considered to be other-than-temporary, of $184 thousand, $1,922 thousand and $1,627 thousand were realized during 2012, 2011 and 2010, respectively.

Wash Sales: The Company does not engage in the practice of wash sales. There were no NAIC 3—6 securities sold and reacquired within 30 days of the sale date during the years ended December 31, 2012, 2011 and 2010.

Unrealized Capital Gains and Losses: For the years ended December 31, 2012, 2011 and 2010, the net change in unrealized capital gains (losses) in investments, resulting in a net increase (decrease) in carrying value of investments was $129 thousand, $2,723 thousand and $(672) thousand, respectively.

Note 8—disclosures about fair value of financial instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or for certain bonds and preferred stock when carried at the lower of cost or fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair values of financial instruments are based on quoted market prices when available. When market prices are not available, fair values are primarily provided by a third party-pricing service for identical or comparable assets, or through the use of valuation methodologies using observable market inputs. These fair values are generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve management estimation and judgment for many factors including market bid/ask spreads, and such estimations may become significant with increasingly complex instruments or pricing models.


		99		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2012 (in thousands):


	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Assets:
Bonds	$	3,950,970	$	3,684,513	$	—	$	3,919,926	$	31,044	$	—
Common Stock		271		271		271		—		—		—
Preferred Stock		3,319		2,470		3,319		—		—		—
Separate Accounts		1,797,512		1,789,814		951,704		845,808		—		—
Contract Loans		7,129		7,129		—		—		7,129		—
Cash, Cash Equivalent and Short Term Investments		87,951		87,953		22,457		65,494		—		—
Total	$	5,847,152	$	5,572,150	$	977,751	$	4,831,228	$	38,173	$	—


	Aggregate Fair Value		Liabilities		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Liabilities:
Deposit-type Contracts	$	1,859,466	$	1,859,466	$	—	$	—	$	1,859,466	$	—
Separate Account		1,760,489		1,760,489		—		—		1,760,489		—
Total	$	3,619,955	$	3,619,955	$	—	$	—	$	3,619,955	$	—

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2011 (in thousands):


	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Assets:
Bonds	$	3,381,226	$	3,182,147	$	—	$	3,315,901	$	65,325	$	—
Common Stock		163		163		163		—		—		—
Preferred Stock		8,513		7,343		8,513		—		—		—
Mortgage Loans		14,181		13,726		—		—		14,181		—
Separate Accounts		867,988		867,988		777,056		90,932		—		—
Contract Loans		4,227		4,227		—		—		4,227		—
Cash, Cash Equivalent and Short Term Investments		106,502		106,502		18,523		87,979		—		—
Total	$	4,382,800	$	4,182,096	$	804,255	$	3,494,812	$	83,733	$	—


TIAA-CREF Investment Horizon Annuity Prospectus		100

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	Aggregate Fair Value		Liabilities		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Liabilities:
Deposit-type Contracts	$	1,515,775	$	1,515,775	$	—	$	—	$	1,515,775	$	—
Separate Account		841,741		841,741		—		—		841,741		—
Total	$	2,357,516	$	2,357,516	$	—	$	—	$	2,357,516	$	—

The estimated fair values of the financial instruments presented above were determined by the Company using market information available as of December 31, 2012 and 2011. Considerable judgment is required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could have realized in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

ASSETS AND LIABILITIES MEASURED AND REPORTED AT FAIR VALUE

The Company’s financial assets and liabilities measured and reported at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SSAP No. 100, Fair Value Measurements. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and Level 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

Level 2: Other than quoted prices within Level 1 inputs that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

•

Quoted prices for similar assets or liabilities in active markets,

•

Quoted prices for identical or similar assets or liabilities in markets that are not active,

•

Inputs other than quoted prices that are observable for the asset or liability,

•

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Inputs are unobservable inputs for the asset or liability supported by little or no market activity. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company’s data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.


		101		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

(1) Financial assets and liabilities measured and reported at fair value

The following table provides information about the Company’s financial assets and liabilities measured and reported at fair value at December 31 (in thousands):


	2012
Description	Level 1		Level 2		Level 3		Total
Assets at fair value:
Common Stock
Industrial and miscellaneous	$	271	$	—	$	—	$	271
Separate accounts assets, net		951,704		91,397		—		1,043,101
Total assets at fair value	$	951,975	$	91,397	$	—	$	1,043,372

Total liabilities at fair value	$	—	$	—	$	—	$	—


	2011
Description	Level 1		Level 2		Level 3		Total
Assets at fair value:
Common Stock
Industrial and miscellaneous	$	163	$	—	$	—	$	163
Separate accounts assets, net		777,056		90,932		—		867,988
Total assets at fair value	$	777,219	$	90,932	$	—	$	868,151

Total liabilities at fair value	$	—	$	—	$	—	$	—

For assets and liabilities held at December 31, 2012 and 2011, the Company had no transfers between Level 1 and Level 2 of the fair value hierarchy. The Company’s policy is to recognize transfers between levels at the actual date of the event or change in circumstances that caused the transfer.

Level 1 financial instruments

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Common stocks and separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies and exchange traded equities.

Level 2 financial instruments

Separate account assets in Level 2 consist principally of corporate bonds, short term government agency notes and commercial paper.

Level 3 financial instruments

There are no securities measured and reported at fair value in Level 3 as of December 31, 2012 and 2011.

Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Because most bonds and preferred stocks do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates.

If an independent pricing service is unable to provide the fair value for a security due to insufficient market information, such as for a private placement transaction, the Company will determine the fair value internally using tools such as matrix pricing model. This model estimates fair value using discounted cash flows at a market yield considering the appropriate treasury rate plus a spread. The spread is derived by reference to


TIAA-CREF Investment Horizon Annuity Prospectus		102

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

similar securities, and may be adjusted based on specific characteristics of the security, including inputs that are not readily observable in the market. The Company assesses the significance of unobservable inputs for each security priced internally and classifies that security in Level 3 as a result of the significance of unobservable inputs.

(2) Reconciliation of Level 3 assets and liabilities measured and reported at fair value:

At December 31, 2012 and 2011, there were no assets or liabilities measured and reported at fair value using Level 3 inputs.

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value using Level 3 inputs at December 31, 2011 (in thousands):


	Beginning Balance at 01/01/2011		Transfers into Level 3		Transfers out of Level 3			Total gains & (losses) included in Net Income			Total gains & (losses) included in Surplus			Purchases		Issuances		Sales		Settlements		Ending Balance at 12/31/2011

Bonds	$	4,458	$	—	$	(4,308	)^a	$	(3	)	$	(147	)	$	—	$	—	$	—	$	—	$	—
Total	$	4,458	$	—	$	(4,308	)	$	(3	)	$	(147	)	$	—	$	—	$	—	$	—	$	—

(a)	The Company transferred bonds out of Level 3 that are not measured and reported at fair value as of December 31, 2011.

The Company’s policy is to recognize transfers into and out of Level 3 at the actual date of the event or change in circumstances that caused the transfer.

Note 9—Eurozone exposure

The Company’s investment portfolio includes direct investment exposure to the Eurozone region. The Eurozone region consists of 17 member countries from within the European Union that have adopted the euro as their common currency and sole legal tender. The Eurozone countries are Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain. The Company has direct investment exposure to a group of peripheral countries within the Eurozone which had recently faced economic and fiscal strains, and includes Greece, Italy, Ireland, Portugal and Spain (collectively “GIIPS”). Specific country exposure is determined based on the issuer’s country of incorporation.

The Company does not have any direct sovereign debt exposure to the GIIPS countries, attributable to the general account, as of December 31, 2012 and 2011.

The following table sets forth the composition of the Company’s direct non-sovereign exposure to the GIIPS countries, by country of incorporation, attributable to the Company’s general account, as of December 31, (in thousands):


	2012				2011
	Non-Sovereign Exposure				Non-Sovereign Exposure
	Statement Value		Fair Value		Statement Value		Fair Value
Ireland
Bonds	$	4,248	$	4,365	$	4,246	$	4,243
Total	$	4,248	$	4,365	$	4,246	$	4,243
Spain
Bonds	$	24,250	$	25,346	$	24,250	$	23,605
Total	$	24,250	$	25,346	$	24,250	$	23,605
Grand Total	$	28,498	$	29,711	$	28,496	$	27,848


		103		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company has no direct non-sovereign exposure to Greece, Portugal, and Italy as of December 31, 2012 and 2011. The Company has no direct non-sovereign exposure to financial institutions within the GIIPS countries as of December 31, 2012 and 2011.

The Company has no gross unfunded commitments for investments in the GIIPS countries as of December 31, 2012 and 2011.

100% of the GIIPS countries’ investments shown in the table above are rated investment grade (NAIC 1 and 2). The Company’s investments in the GIIPS countries are subjected to the Company’s OTTI evaluation process.

The Company is not liable for any credit default protection underwritten for sovereign debt issued by the GIIPS countries as of December 31, 2012 and 2011.

Note 10—derivative financial instruments

The Company uses derivative instruments for hedging and income generation. The Company does not engage in derivative financial instrument transactions for speculative purposes. As of December 31, 2012, the Company did not hold any derivative instruments and no collateral was held or posted.

Foreign Currency Swap Contracts: The Company enters into foreign currency swap contracts to exchange fixed and variable amounts of foreign currency at specified future dates and at specified rates (in U.S. dollars) as a cash flow hedge to manage currency risks on investments denominated in foreign currencies. As of December 31, 2012, there were no unrealized gains or losses on foreign currency swap contracts. There were no realized gains or (losses) from foreign currency swap contracts for the years ended December 31, 2012 and 2011.

Interest Rate Swap Contracts: The Company enters into interest rate swap contracts to hedge against the effect of interest rate fluctuations on certain variable interest rate bonds. These contracts are designated as economic cash flow hedges and allow the Company to lock in a fixed interest rate and to transfer the risk of rate changes. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The Company also enters into interest rate swap contracts to exchange the cash flows on certain fixed interest rate bonds into variable interest rate cash flows. These contracts are designated as economic fair value hedges in connection with certain interest sensitive products, and are carried at fair value as hedge accounting is not applied. For the year ended December 31, 2012 and 2011, there were no realized gains or losses from interest rate swap contracts.

Credit Default Swaps: The Company purchases credit default swaps (“CDS”) as protection against unexpected adverse credit events in selective investments in the Company’s portfolio. This type of derivative is traded over-the-counter, and the Company is exposed to market, credit, and counterparty risk. When these swap contracts are designated as hedges, the premium payment to the counterparty is expensed as incurred. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. For the year ended December 31, 2012 and 2011, there were no realized gains or losses from credit default swaps contracts.

Note 11—separate accounts

SEPARATE ACCOUNT ACTIVITY

The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/or transactions. As of December 31, 2012, the Company reported separate account assets and liabilities for the following products: Variable Life; Variable Annuities, Modified Guaranteed Annuity and Group Annuity GIC.


TIAA-CREF Investment Horizon Annuity Prospectus		104

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

In accordance with the domiciliary state procedures for approving items within the separate account, the separate accounts classifications of the following items are supported by a specific state statute:


Product Identification	Product Classification	State Statute Reference
TC Life MVA—1	Modified Guaranteed Annuity	Section 4240 of the New York Insurance Law
TC Life SVSA—1	Group Annuity GIC	Section 4240 (a)(5)(ii) of the New York Insurance Law
TC Life SVSA—2	Group Annuity GIC	Section 4240 (a)(5)(ii) of the New York Insurance Law
TC Life VA—1	Variable Annuity	Section 4240 of the New York Insurance Law
TC Life VLI—1	Variable Life	Section 4240 of the New York Insurance Law
TC Life VLI—2	Variable Life/Group Life	Section 4240 of the New York Insurance Law

In accordance with the products recorded within the separate account, some assets are considered legally insulated where others are not legally insulated from the general account. The legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account.

As of December 31, 2012 and 2011, the Company’s separate account statement included legally insulated assets of $1,698,417 thousand and $777,056 thousand, respectively. The assets legally insulated from the general account are attributed to the following products (in thousands):


	December 31, 2012				December 31, 2011
Product	Legally Insulated Assets		Separate Account Assets (Not Legally Insulated)		Legally Insulated Assets		Separate Account Assets (Not Legally Insulated)
TC Life Separate Account VLI—1	$	59,367	$	—	$	45,996	$	—
TC Life Separate Account VLI—2		6,277		—		—		—
TC Life Separate Account VA—1		886,060		—		731,060		—
TC Life MVA—1		—		91,397		—		90,932
TC Life SVSA—1		746,713		—		—		—
Total	$	1,698,417	$	91,397	$	777,056	$	90,932

In accordance with the products recorded within the separate account, some separate account liabilities are guaranteed by the general account.

As of December 31, 2012, the general account of the Company had a maximum guarantee for separate account liabilities of $3,801 thousand. The amount paid for risk charges is not explicit, but rather embedded within the mortality and expense charges. The separate accounts had no reserves for asset default risk that were recorded in lieu of contributions to AVR.


		105		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

As of December 31, 2012, the general account of the Company had paid $203 thousand towards separate account guarantees. The total separate account guarantees paid by the general account for the preceding four years ending at December 31, are as following (in thousands):


2011	$	197
2010	$	111
2009	$	341
2008	$	460

The Company does not engage in securities lending transactions within the separate account.

The Company’s Separate Account VLI-1 (“VLI-1”) is a unit investment trust and was organized on May 23, 2001, and established under New York Law for the purpose of issuing and funding flexible premium variable universal life insurance policies. The assets of this account are carried at fair value.

The Company’s Separate Account VA-1 (“VA-1”) was established on July 27, 1998 to fund individual non-qualified variable annuities. VA-1 is registered with the Securities and Exchange Commission (the “Commission”) as a unit investment trust under the Investment Company Act of 1940. The assets of this account are carried at fair value.

The Company’s Separate Account MVA-1 was established on July 23, 2008, as a non-unitized Separate Account that will support flexible premium deferred fixed annuity contracts subject to withdrawal charges and a market value adjustment feature. The assets of this account are carried at fair value.

The Company’s Stable Value Separate Account-1 (“SVSA-1”) was established on May 14, 2012 as a non-unitized guaranteed separate account that supports book value separate account contracts issued to certain externally managed stable value funds. Participant withdrawals are subject to restrictions and would typically be funded through a cash buffer account managed outside of the contract. Any excess benefit withdrawals would then be paid by the Company from the contract at book value. Plan sponsor withdrawals and certain participant-initiated withdrawals in excess of the cash buffer account are paid at the lesser of book or market value, or at book value if 12 months advance notice is provided. The assets of this account are carried at book value.

The Company’s Stable Value Separate Account-2 (“SVSA-2”) was established on May 21, 2012 as a non-unitized guaranteed separate account that supports book value separate account contracts issued to certain externally managed stable value funds. As of December 31, 2012, no funds have been received. The assets of this account are carried at book value.

The Company’s Separate Account VLI-2 (“VLI-2”) is a unit investment trust and was organized on February 15, 2012 and established under New York Law for the purpose of issuing and funding group and individual variable life insurance policies. The assets of this account are carried at fair value.

Although the Company owns the assets of these separate accounts, the separate account’s income, investment gains and investment losses are credited to or charged against the assets of the separate accounts’ without regard to the Company’s other income, gains or losses.


TIAA-CREF Investment Horizon Annuity Prospectus		106

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Information regarding separate accounts of the Company is as follows (in thousands):


	December 31, 2012
	Non-indexed Guarantee less than or equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	726,731	$	—	$	152,204	$	878,935
Reserves at 12/31/2012 for accounts with assets at:
Fair value	$	35,999	$	24,499	$	952,048	$	1,012,546
Amortized cost		728,526		—		—		728,526
Total reserves	$	764,525	$	24,499	$	952,048	$	1,741,072

By withdrawal characteristics:
Subject to discretionary withdrawal:
With fair value adjustment	$	32,123	$	24,214	$	—	$	56,337
At fair value		728,526		—		952,048		1,680,574
At book value without fair value adjustment and with current surrender charge less than 5%		3,876		285		—		4,161
Total reserves	$	764,525	$	24,499	$	952,048	$	1,741,072


	December 31, 2011
	Non-indexed Guarantee less than or equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	3,979	$	—	$	118,256	$	122,235
Reserves at 12/31/2011 for accounts with assets at:
Fair value	$	41,352	$	23,235	$	777,106	$	841,693
Amortized cost		—		—		—		—
Total reserves	$	41,352	$	23,235	$	777,106	$	841,693

By withdrawal characteristics:
Subject to discretionary withdrawal:
With fair value adjustment	$	32,839	$	23,216	$	—	$	56,055
At fair value		—		—		777,106		777,106
At book value without fair value adjustment and with current surrender charge less than 5%		8,513		19		—		8,532
Total reserves	$	41,352	$	23,235	$	777,106	$	841,693


		107		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	December 31, 2010
	Non-indexed Guarantee less than or equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits	$	12,740	$	—	$	108,301	$	121,041
Reserves at 12/31/2010 for accounts with assets at:
Fair value	$	48,364	$	22,170	$	751,131	$	821,665
Amortized cost		—		—		—		—
Total reserves	$	48,364	$	22,170	$	751,131	$	821,665

By withdrawal characteristics:
Subject to discretionary withdrawal:
With fair value adjustment	$	31,354	$	22,170	$	—	$	53,524
At fair value		—		—		751,131		751,131
At book value without fair value adjustment and with current surrender charge less than 5%		17,010		—		—		17,010
Total reserves	$	48,364	$	22,170	$	751,131	$	821,665

The following is a reconciliation of transfers to or (from) the Company to the Separate Accounts (in thousands):


	2012			2011			2010
Transfers as reported in the Summary of Operations of the Separate Accounts Statement:
Transfers to Separate Accounts	$	167,500		$	133,624		$	134,991
Transfers from Separate Accounts		(109,352	)		(96,582	)		(86,507	)��
Net transfers to Separate Accounts		58,148			37,042			48,484

Reconciling Adjustments:
Fund transfer exchange gain (loss)		(172	)		896			(124	)
Transfers as reported in the Statements of Operations of the Life, Accident & Health Annual Statement	$	57,976		$	37,938		$	48,360

Note 12—related party transactions

The majority of services for the operation of the Company are provided at cost by TIAA pursuant to a Service Agreement. Expense reimbursement payments under the Service Agreement are made quarterly by TIAA-CREF Life to TIAA based on TIAA’s costs for providing such services. The Company also reimburses TIAA, at cost, on a quarterly basis for certain investment management services, according to the terms of an Investment Management Agreement. Reimbursements of $72,085 thousand, $53,231 thousand and $42,192 thousand were made to TIAA for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company has a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that TIAA-CREF Life will have the greater of (a) capital and surplus of $250 million, (b) the amount of capital and surplus necessary to maintain the Company’s capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain TIAA-CREF Life’s financial strength ratings at least the same as TIAA’s rating. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any creditor of TIAA-CREF Life with recourse to TIAA.


TIAA-CREF Investment Horizon Annuity Prospectus		108

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company maintains a $100.0 million unsecured 364-day revolving line of credit with TIAA. This line has an expiration date of July 16, 2013. As of December 31, 2012, $30.0 million of this facility was maintained on a committed basis for which the Company paid a commitment fee of 10.0 basis points on the unused committed amount. During the period ending December 31, 2012, 46 draw-downs totaling $150.5 million were made under this line of credit arrangement, with $32 million interest paid on these draw-downs, of which none were outstanding as of December 31, 2012.

The Company subcontracts administrative services for VA-1, VLI-1, VLI-2, MVA–1, SVSA-1 and SVSA-2 to TIAA pursuant to a Service Agreement. TIAA-CREF Individual & Institutional Services, LLC (“Services”), a subsidiary of TIAA, is authorized to distribute contracts for VA-1, VLI-1, VLI-2 and the Company’s Investment Horizon Annuity (“IHA” or “MVA-1”). Teachers Advisors, Inc. (“Advisors”), a subsidiary of TIAA-CREF Asset Management, Inc., which is a wholly owned subsidiary of TIAA, provides investment advisory services and other administrative services for the TIAA-CREF Life Funds, the underlying investment vehicle for TIAA-CREF Life VA-1, VLI-1 and VLI-2 in accordance with an Investment Management Agreement between the TIAA-CREF Life Funds and Advisors. Teachers Personal Investors Services, LLC (“TPIS”), a subsidiary of TIAA, is authorized to distribute contracts for SVSA-1 and SVSA-2.

Effective May 1, 2012, the Company reimbursed TPIS and Services, on an at cost basis, for distribution services for variable life and after tax annuities. Prior to May 1, 2012, the distribution services were paid for under a fee arrangement. Expenses associated with the distribution services agreement were $7,062 thousand, $705 thousand and $921 thousand for the years ended December 31, 2012, 2011 and 2010, respectively.

Services for certain funding agreements for qualified state tuition programs for which TIAA-CREF Tuition Financing, Inc. (“TFI”), a wholly-owned subsidiary of TIAA-CREF Asset Management, Inc., is the program manager, are provided to TIAA-CREF Life by TFI pursuant to a Service Agreement between the Company and TFI. Payments associated with this service agreement were $6,544 thousand, $4,621 thousand and $4,985 thousand for the years ended December 31, 2012, 2011 and 2010, respectively.

Note 13—federal income taxes

SSAP No. 101 became effective January 1, 2012 and included revised disclosure requirements. Calendar year 2011 data has been revised to follow the SSAP 101 disclosure requirements to allow for better comparison. In revising the calendar year 2011 information no amounts have been recalculated or changed. The Company has met the necessary RBC levels to admit the greatest amount of deferred tax assets available under SSAP 101, Income Taxes—A Replacement of SSAP No. 10R and SSAP No. 10. The admissibility is consistent with the Company’s prior year election under SSAP No. 10R and has resulted in no material adoption impact. The application of SSAP No. 101 requires a company to evaluate the recoverability of deferred tax assets and to establish a valuation allowance if necessary to reduce the deferred tax asset to an amount which is more likely than not to be realized.


		109		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The components of Net Deferred Tax Assets (“DTA”) and Deferred Tax Liabilities (“DTL”) at December 31 are as follows (in thousands):


	2012						2011						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary		(8) (Col 2–5) Capital			(9) (Col 7+8) Total
a) Gross Deferred Tax Assets	$	18,299	$	9,521	$	27,820	$	14,502	$	19,185	$	33,687	$	3,797	$	(9,664	)	$	(5,867	)
b) Statutory Valuation Allowance Adjustments		—		—		—		—		—		—		—		—			—
c) Adjusted Gross Deferred Tax Assets (a – b)	$	18,299	$	9,521	$	27,820	$	14,502	$	19,185	$	33,687	$	3,797	$	(9,664	)	$	(5,867	)
d) Deferred Tax Assets Non-admitted		7,321		9,077		16,398		5,455		18,779		24,234		1,866		(9,702	)		(7,836	)
e) Subtotal Net Admitted Deferred Tax Asset (c – d)		10,978		444		11,422		9,047		406		9,453		1,931		38			1,969
f) Deferred Tax Liabilities		5,055		95		5,150		3,955		57		4,012		1,100		38			1,138
g) Net Admitted Deferred Tax Assets/(Net Deferred Tax Liability) (e – f)	$	5,923	$	349	$	6,272	$	5,092	$	349	$	5,441	$	831	$	—		$	831


	2012						2011						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary		(8) (Col 2–5) Capital			(9) (Col 7+8) Total
Admission Calculation Components SSAP No. 101
a) Federal Income Taxes Paid in Prior Years Recoverable Through Loss Carrybacks	$	5,923	$	349	$	6,272	$	5,092	$	—	$	5,092	$	831	$	349		$	1,180
b) Adjusted Gross DTA Expected To Be Realized (Excluding The Amount of DTA From 2(a) above After Application of the Threshold Limitation. (The Lesser of (b)1 and (b) 2 below)	$	—	$	—	$	—	$	—	$	349	$	349	$	—	$	(349	)	$	(349	)
1. Adjusted Gross DTA Expected to be Realized Following the Balance Sheet Date.	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
2. Adjusted Gross DTA Allowed per Limitation Threshold.	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
c) Adjusted Gross DTA (Excluding the Amount of DTA From (a) and (b) above) Offset by Gross DTL.	$	5,055	$	95	$	5,150	$	3,955	$	57	$	4,012	$	1,100	$	38		$	1,138
d) DTA Admitted as the result of application of SSAP No. 101. Total (a)+(b)+(c)	$	10,978	$	444	$	11,422	$	9,047	$	406	$	9,453	$	1,931	$	38		$	1,969


	2012			2011
Ratio Percentage Used to Determine Recovery Period and Threshold limitation Amount		1571	%		N/A


TIAA-CREF Investment Horizon Annuity Prospectus		110

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

12/31/2012

12/31/2011

Change

(1)

Ordinary

(2)

Capital

(3)

(Col 1+2)

Total

(4)

Ordinary

(5)

Capital

(6)

(Col 4+5)

Total

(7)

(Col 1–4)

Ordinary

(8)

(Col 2–5)

Capital

(9)

(Col 7+8)

Total

Impact of Tax Planning Strategies:

(a) Adjusted Gross DTAs (% of Total Adjusted Gross DTAs)

—

(b) Net Admitted Adjusted Gross DTAs (% of Total Net Admitted Adjusted Gross DTAs)

—

Yes

The Company does not have any deferred tax liabilities that are not recognized.

Current income taxes (benefit) incurred for the years ended December 31, consist of the following major components (in thousands):


	2012			2011			Change
Current Income Tax:
Federal	$	1,243		$	10,545		$	(9,302	)
Foreign		—			—			—
Total income taxes from gain of operations	$	1,243		$	10,545		$	(9,302	)
Federal income taxes benefit on capital losses		(2,953	)		(15,460	)		12,507
Federal and foreign income taxes (benefit) incurred	$	(1,710	)	$	(4,915	)	$	3,205

The changes in the main components of deferred income tax amounts at December 31 are as follows (in thousands):


	2012		2011		Change
Deferred Tax Assets:
Ordinary
Policyholder reserves	$	4,976	$	4,610	$	366
Deferred acquisition costs		12,595		9,632		2,963
Other (including items < 5% of total ordinary tax assets		312		260		52
Unauthorized reinsurance		416		—		416
Subtotal	$	18,299	$	14,502	$	3,797
Statutory valuation allowance adjustment		—		—		—
Non-admitted		7,321		5,455		1,866
Admitted ordinary deferred tax assets	$	10,978	$	9,047	$	1,931

Capital
Investments	$	9,521	$	19,185	$	(9,664	)
Net capital loss carry-forward		—		—		—
Subtotal	$	9,521	$	19,185	$	(9,664	)
Statutory valuation allowance adjustment		—		—		—
Non-admitted		9,077		18,779		(9,702	)
Admitted capital deferred tax assets	$	444	$	406	$	38
Admitted deferred tax assets	$	11,422	$	9,453	$	1,969

Deferred Tax Liabilities:
Ordinary
Investments	$	5,055	$	3,955	$	1,100
Capital		95		57		38
Deferred tax liabilities	$	5,150	$	4,012	$	1,138

Net Deferred Tax Assets / Liabilities:
Assets/Liabilities	$	6,272	$	5,441	$	831


		111		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The change in the net deferred income taxes is comprised of the following (this analysis is exclusive of non-admitted assets as the Change in Non-admitted Assets is reported separately from the Change in Net Deferred Income Taxes in the surplus section of the Annual Statement) for the years ended December 31, (in thousands):


	2012			2011			Change
Total deferred tax assets	$	27,820		$	33,687		$	(5,867	)
Total deferred tax liabilities		(5,150	)		(4,012	)		(1,138	)
Net deferred tax assets/liabilities	$	22,670		$	29,675		$	(7,005	)
Statutory valuation allowance adjustment		—			—			—
Net deferred tax assets/liabilities after SVA	$	22,670		$	29,675		$	(7,005	)

Tax effect of unrealized gains/(losses)								45
Statutory valuation allowance adjustment allocated to unrealized								—
Other intra-period allocation of deferred tax movement								—
Change in net deferred income tax (charge)/benefit							$	(6,960	)

The provision for federal and foreign income taxes incurred is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference at December 31, 2012 are as follows (in thousands):


Description	Amount			Effective Tax Rate
Provision computed at statutory rate	$	6,717			35.00%
Tax exempt income deduction		—			—%
Dividends received deduction		(368	)		(1.92)%
Tax differentials on foreign earnings		—			—%
Change in Statutory valuation allowance adjustment		—			—%
Amortization of interest maintenance reserve		(788	)		(4.11)%
Prior year true-up		19			0.10%
Other		86			0.45%
Total	$	5,666			29.52%

Federal and foreign income tax incurred	$	(1,710	)		(8.91)%
Unauthorized reinsurance		416			2.17%
Change in net deferred income tax charge (benefit)		7,005			36.50%
Tax effect on unrealized gain		(45	)		(0.24)%
Total statutory income taxes	$	5,666			29.52%

At December 31, 2012, the Company had no net operating loss carry forwards or capital loss carry forwards.

Income tax, ordinary and capital available for recoupment from its parent, TIAA pursuant to the Tax Sharing Agreement, in the event of future net losses include (in thousands):


Year Incurred	Ordinary		Capital		Total
2010	$	9,072	$	—	$	9,072
2011		10,379		—		10,379
2012		1,240		—		1,240
Total	$	20,691	$	—	$	20,691

There were no deposits reported as admitted assets under IRC Section 6603.


TIAA-CREF Investment Horizon Annuity Prospectus		112

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company files a consolidated federal income tax return with its parent, TIAA and its affiliates:

1) TIAA-CREF Life Insurance Company

2) TIAA-CREF Asset Management, Inc.

3) Dan Properties, Inc.

4) JV Georgia One, Inc.

5) JWL Properties, Inc.

6) ND Properties, Inc.

7) Savannah Teachers Properties, Inc.

8) TCT Holdings, Inc.

9) Teachers Advisors, Inc.

10) Teachers Personal Investors Service, Inc.

11) T-Investment Properties Corp.

12) T-Land Corp. Company Inc.

13) WRC Properties, Inc.

14) TIAA-CREF Tuition Financing, Inc.

15) TIAA-CREF Trust Company, FSB

16) 730 Texas Forest Holdings, Inc.

17) TIAA Global Markets, Inc.

18) T-C Sports Co., Inc.

19) TIAA Board of Overseers

20) TIAA Realty, Inc.

21) TIAA Park Evanston, Inc.

22) Oleum Holding Company, Inc.

23) Covariance Capital Management, Inc.

24) Westchester Group Investment Management, Inc.

25) Westchester Group Investment Management Holding

26) GreenWood Resources, Inc.

The consolidating companies participate in a tax-sharing agreement. Under the agreement, current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent that their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies are reimbursed for net operating losses or other tax attributes they have generated when utilized in the consolidated return.

The Company has no federal or foreign income tax loss contingencies as determined in accordance with SSAP No. 5R. Liabilities, Contingencies and Impairments of Assets, with the modifications provided in SSAP No. 101, for which it is reasonably possible that the total liability will significantly increase within 12 months of the reporting date.

The IRS examination for tax years 2007, 2008, and 2009 federal income tax returns is scheduled to begin in 2013.

Note 14—pension plan and postretirement benefits

The Company has no employees. The Company’s parent, TIAA allocates employee benefit expenses based on salaries attributable to the Company. The Company’s share of net expense for the qualified defined contribution plan was approximately $2,022 thousand, $1,334 thousand and $1,357 thousand for the years ended December 31, 2012, 2011 and 2010, respectively and for other postretirement benefit plans was $463 thousand, $270 thousand and $217 thousand for the years ended December 31, 2012, 2011 and 2010, respectively.


		113		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 15—policy and contract reserves

Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves are based on assumptions for interest, mortality and other risks insured and establish a sufficient provision for all benefits guaranteed under policy and contract provisions.

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioner’s Annuity Reserve Valuation Method (“CARVM”) in accordance with New York State Regulation 151, Actuarial Guideline 43 (“AG43”) for variable annuity products and Actuarial Guideline 33 for all other products. For most annuities which do not contain variable guarantees (payout annuities), the reserves are calculated as the present value of guaranteed benefits using the valuation interest and mortality table. Variable annuity reserves are calculated using AG43 which incorporates a deterministic floor plus a stochastic component for products which contain guaranteed benefits.

Withdrawal characteristics of annuity actuarial reserves and deposit-type contracts at December 31 are as follows ($ in thousands):


	2012
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	—	$	56,337	$	—	$	56,337		1.2%
At book value less current surrender charge of 5% or more		562		—		—		562		0.0%
At fair value		—		728,526		886,396		1,614,922		33.4%

Total with adjustment or at fair value	$	562	$	784,863	$	886,396	$	1,671,821		34.5%
At book value without adjustment (minimal or no charge or adjustment)		3,076,125		4,161		—		3,080,286		63.6%
Not subject to discretionary withdrawal		89,688		—		—		89,688		1.9%

Total (gross)	$	3,166,375	$	789,024	$	886,396	$	4,841,795		100.0%

Reinsurance ceded		—		—		—		—

Total (net)	$	3,166,375	$	789,024	$	886,396	$	4,841,795


	2011
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	—	$	56,055	$	—	$	56,055		1.6%
At book value less current surrender charge of 5% or more		1,152		—		—		1,152		0.0%
At fair value		—		—		731,099		731,099		20.4%

Total with adjustment or at fair value	$	1,152	$	56,055	$	731,099	$	788,306		22.0%
At book value without adjustment (minimal or no charge or adjustment)		2,710,346		8,532		—		2,718,878		75.8%
Not subject to discretionary withdrawal		81,840		—		—		81,840		2.2%

Total (gross)	$	2,793,338	$	64,587	$	731,099	$	3,589,024		100.0%

Reinsurance ceded		—		—		—		—

Total (net)	$	2,793,338	$	64,587	$	731,099	$	3,589,024


TIAA-CREF Investment Horizon Annuity Prospectus		114

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Annuity reserves and deposit-type contract funds for the year ended December 31 are as follows (in thousands):


	2012		2011
General Account:
Total annuities (excluding supplementary contracts with life contingencies)	$	1,305,083	$	1,276,145
Supplementary contracts with life contingencies		1,826		1,418
Deposit-type contracts		1,859,466		1,515,775
Subtotal	$	3,166,375	$	2,793,338

Separate Accounts:
Annuities		942,318		791,726
Supplementary contracts with life contingencies		186		140
Deposit-type contracts		732,916		3,820
Subtotal	$	1,675,420	$	795,686
Total	$	4,841,795	$	3,589,024

For Ordinary Life Insurance (including term plans, universal life and variable universal life), reserves for all policies are calculated in accordance with New York State Insurance Regulation 147 using the 1980 CSO Table or 2001 CSO Table and interest rates of 4.5% and 4.0%. Term conversion reserves are based on the Company’s term conversion mortality experience and interest at 4.0%. Based on the asset adequacy analysis, the Company continues to maintain an additional $10 million of life insurance reserves which was originally recorded in 2009. On this basis, it was determined that the Company’s reserves were sufficient to meet its obligations.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and are set equal to a percentage of reserves. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. The Company had no policies where the surrender values were in excess of the legally computed reserves at December 31, 2012 or December 31, 2011. The Company had $25.6 billion and $24.3 billion of insurance in force for which the gross premiums were less than the net premiums according to the standard of valuation set by the State of New York as of December 31, 2012 and 2011, respectively. Premium deficiency reserves related to the above insurance totaled $11,242 thousand and $6,367 thousand at December 31, 2012 and 2011, respectively.

For retained assets, an accumulation account issued from the proceeds of annuity and life insurance policies, reserves are held equal to the current account balances.

The Tabular Interest, Tabular Less Actual Reserve Released and Tabular Cost have all been determined by formulae as prescribed by the NAIC except for deferred annuities, for which tabular interest has been determined from the basic data.

Note 16—reinsurance

In 2004, TIAA and the Company entered into a series of agreements with Metropolitan Life Insurance Company (“MetLife”) including an administrative agreement for MetLife to service the long-term care business of TIAA and the Company, an indemnity reinsurance agreement where TIAA and the Company ceded to MetLife 100% of the long-term care liability and an assumption reinsurance agreement where, after appropriate filings in each jurisdiction, MetLife has been offering the Company policyholders the option of transferring the liability for policies from TIAA and the Company to MetLife. At December 31, 2012 and 2011, there were still premiums in force of $6,242 thousand and $6,172 thousand, respectively.


		115		TIAA-CREF Investment Horizon Annuity Prospectus

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company enters into reinsurance agreements in the normal course of its insurance business to reduce overall risk. The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers. A liability is established for reserves ceded to unauthorized reinsurers which are not secured by or in excess of letters of credit or trust agreements. The Company does not have reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of the impact of reinsurance. The major lines in the accompanying financial statements that were reduced by the effect of these reinsurance agreements include (in thousands):


	2012		2011		2010
Reinsurance ceded:
Insurance and annuity premiums	$	56,650	$	41,247	$	39,273
Policy and contract benefits	$	14,005	$	15,014	$	12,671
Increase in policy and contract reserves	$	40,128	$	40,654	$	28,497
Reduction in reserves for life and health insurance	$	397,767	$	357,638	$	316,984

Note 17—capital and surplus and shareholders’ dividends restrictions

The portion of unassigned surplus increased or (reduced) by each item below as of December 31 are as follows (in thousands):


	2012			2011
Net unrealized capital losses	$	129		$	2,723
Asset valuation reserve	$	(3,570	)	$	(2,789	)
Net deferred federal income tax	$	(7,005	)	$	(14,040	)
Change in non-admitted assets	$	6,061		$	12,487
Change in liability for reinsurance of unauthorized companies	$	(1,190	)	$	—
Change in surplus of separate accounts	$	1,978		$	(82	)

Capital: The Company has 2,500 shares of common stock authorized, issued and outstanding. All shares are Class A. The Company has no preferred stock outstanding.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains). The Company generally has not paid dividends to its shareholder and has no plans to do so in the current year.

Note 18—contingencies

It is the opinion of management that any liabilities which might arise from litigation, state guaranty fund assessments, and other matters, over and above amounts already provided for in the financial statements, are not considered material in relation to the Company’s financial position or the results of its operations.

The Company receives and responds to subpoenas or other inquiries from state regulators, including state insurance commissioners; state attorneys general and other state governmental authorities; Federal regulators, including the SEC; Federal governmental authorities; and the Financial Industry Regulatory Authority (“FINRA”) seeking a broad range of information. The Company cooperates in these inquiries.


TIAA-CREF Investment Horizon Annuity Prospectus		116

TIAA-CREF LIFE INSURANCE COMPANY Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Death Claim Notification and Unclaimed Property Practices.

Throughout the U.S. insurance industry, there are multiple state actions addressing insurer practices regarding death claim notification and escheatment of unclaimed property. Currently, regarding these issues as they pertain to life insurance, annuities and retained asset accounts, the Company is: (1) responding to subpoenas from the New York Attorney General; (2) subject to a multi-state market conduct exam by at least 23 state insurance departments, with the Illinois Department of Insurance as the lead examiner; and (3) subject to a multi-state unclaimed property audit by at least 23 state treasurers, with Verus Financial, LLC as the appointed auditor. These actions are expected to last through most of 2013.

Note 19—subsequent event

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 9, 2013, the date the financial statements were available to be issued. No such items were identified by the Company.


		117		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

INDEX TO STATUTORY–BASIS FINANCIAL STATEMENTS


Report of Management Responsibility			119

Report of Independent Auditors			120

Statutory–Basis Financial Statements:

Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves			122

Statements of Operations			123

Statements of Changes in Capital and Contingency Reserves			124

Statements of Cash Flows			125

Notes to Financial Statements			126


TIAA-CREF Investment Horizon Annuity Prospectus		118

REPORT OF MANAGEMENT RESPONSIBILITY

April 8, 2013

To the Policyholders of Teachers Insurance and Annuity Association of America:

The accompanying statutory-basis financial statements of Teachers Insurance and Annuity Association of America (“TIAA”) are the responsibility of management. They have been prepared on the basis of statutory accounting principles, a comprehensive basis of accounting comprised of accounting principles prescribed or permitted by the New York State Department of Financial Services. The financial statements of TIAA have been presented fairly and objectively in accordance with such statutory accounting principles.

TIAA’s internal control over financial reporting is a process effected by those charged with governance, management and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with statutory accounting principles. TIAA’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with statutory accounting principles, and the receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with governance; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining effective internal control over financial reporting. Management assessed the effectiveness of the entity’s internal control over financial reporting as of December 31, 2012, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control-Integrated Framework. Based on that assessment, management concluded that, as of December 31, 2012, TIAA’s internal control over financial reporting is effective based on the criteria established inInternal Control-Integrated Framework.

In addition, TIAA’s internal audit personnel provide regular reviews and assessments of the internal controls and operations of TIAA, and the Vice President of Internal Audit regularly reports to the Audit Committee of the TIAA Board of Trustees.

The independent auditors of PricewaterhouseCoopers LLP have audited the accompanying statutory-basis financial statements of TIAA for the years ended December 31, 2012, 2011 and 2010. To maintain auditor independence and avoid even the appearance of a conflict of interest, it continues to be TIAA’s policy that any management advisory or consulting service, which is not in accordance with TIAA’s specific auditor independence policies designed to avoid such conflicts, be obtained from a firm other than the independent auditor. The independent auditors’ report expresses an opinion in all material respect on the fairness of presentation of these statutory-basis financial statements.

The Audit Committee of the TIAA Board of Trustees, comprised entirely of independent, non-management trustees, meets regularly with management, representatives of the independent auditor and internal audit personnel to review matters relating to financial reporting, internal controls and auditing. In addition to the annual independent audit of the TIAA statutory-basis financial statements, the New York Department of Financial Services and other state insurance departments regularly examine the operations and financial statements of TIAA as part of their periodic corporate examinations.




Roger W. Ferguson, Jr.		Virginia M. Wilson
President and		Executive Vice President and
Chief Executive Officer		Chief Financial Officer


		119		TIAA-CREF Investment Horizon Annuity Prospectus

REPORT OF INDEPENDENT AUDITORS

To the Board of Trustees of Teachers Insurance and Annuity Association of America:

We have audited the accompanying statutory-basis financial statements of Teachers Insurance and Annuity Association of America (the “Company”), which comprise the statutory statements of admitted assets, liabilities, and capital and contingency reserves as of December 31, 2012 and 2011 and the related statutory statements of operations, changes in capital and contingency reserves and cash flows for each of the three years in the period ended December 31, 2012. We also have audited the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management is responsible for the preparation and fair presentation of these financial statements in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services. Management is also responsible for maintaining effective internal control over financial reporting, and for its assertion of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management’s Responsibility. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audit of the financial statements in accordance with auditing standards generally accepted in the United States of America and our audit of internal control over financial reporting in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Note 2 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the New York State Department of Financial Services, which is a basis of accounting other than accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2012 and 2011, or the results of its operations or its cash flows thereof for the years then ended.

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and surplus of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2012 on the basis of accounting described in Note 2. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


TIAA-CREF Investment Horizon Annuity Prospectus		120

A company’s internal control over financial reporting is a process effected by those charged with governance, management, and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with accounting practices prescribed or permitted by the New York State Department of Financial Services. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting practices prescribed or permitted by the New York State Department of Financial Services, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and those charged with governance; and (iii) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

LOGO

New York, New York

April 8, 2013


		121		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATUTORY–BASISSTATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND CONTINGENCY RESERVES


	December 31,
(in millions)	2012		2011

ADMITTED ASSETS
Bonds	$	173,954	$	167,931
Preferred stocks		38		82
Common stocks		3,495		3,582
Mortgage loans		12,956		13,133
Real estate		1,623		1,595
Cash, cash equivalents and short-term investments		1,681		597
Contract loans		1,358		1,301
Derivatives		96		185
Other long-term investments		17,973		16,197
Investment income due and accrued		1,772		1,805
Federal income taxes		—		5
Net deferred federal income tax asset		3,235		3,070
Other assets		437		430
Separate account assets		18,420		16,019
Total admitted assets	$	237,038	$	225,932


LIABILITIES, CAPITAL AND CONTINGENCY RESERVES
Liabilities
Reserves for life and health insurance, annuities and deposit-type contracts	$	180,020	$	175,395
Dividends due to policyholders		1,854		1,731
Interest maintenance reserve		1,687		1,229
Federal income taxes		3		—
Borrowed money		52		809
Asset valuation reserve		3,424		2,825
Derivatives		346		326
Other liabilities		2,276		1,662
Separate account liabilities		18,067		14,824
Total liabilities		207,729		198,801

Capital and Contingency Reserves
Capital (2,500 shares of $1,000 par value common stock issued and outstanding and $550,000 paid-in capital)		3		3
Surplus notes		2,000		2,000
Contingency reserves:
For investment losses, annuity and insurance mortality, and other risks		27,306		23,650
Deferred income taxes		—		1,478
Total capital and contingency reserves		29,309		27,131
Total liabilities, capital and contingency reserves	$	237,038	$	225,932

See notes to statutory-basis financial statements


TIAA-CREF Investment Horizon Annuity Prospectus		122

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATUTORY–BASIS STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
(in millions)	2012			2011			2010

REVENUES
Insurance and annuity premiums and other considerations	$	12,085		$	12,703		$	12,938
Annuity dividend additions		1,312			1,325			1,048
Net investment income		11,042			10,910			10,534
Other revenue		231			182			143
Total revenues	$	24,670		$	25,120		$	24,663


BENEFITS AND EXPENSES
Policy and contract benefits	$	11,733		$	11,341		$	10,922
Dividends to policyholders		3,128			3,082			2,733
Increase in policy and contract reserves		4,604			5,460			5,062
Net operating expenses		922			859			798
Net transfers to separate accounts		1,518			1,661			2,130
Other benefits and expenses		318			53			235
Total benefits and expenses	$	22,223		$	22,456		$	21,880


Income before federal income taxes and net realized capital gains (losses)	$	2,447		$	2,664		$	2,783
Federal income tax (benefit)		(11	)		(139	)		(28	)
Net realized capital gains (losses) less capital gains taxes, after transfers to the interest maintenance reserve		(416	)		(444	)		(1,430	)
Net income	$	2,042		$	2,359		$	1,381

See notes to statutory-basis financial statements


		123		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATUTORY–BASIS STATEMENTS OF CHANGES IN CAPITAL

AND CONTINGENCY RESERVES


(in millions)		Capital Stock and Additional Paid-in Capital	Contingency Reserves			Total
Balance, December 31, 2009		$3	$	22,841		$	22,844
Net Income				1,381			1,381
Net unrealized capital gains on investments	��			1,361			1,361
Change in asset valuation reserve				(1,417	)		(1,417	)
Change in surplus of separate accounts				121			121
Change in net deferred income tax				(1,507	)		(1,507	)
Prior year surplus adjustment				(45	)		(45	)
Change in non-admitted assets:
Deferred federal income tax asset				2,320			2,320
Other assets				98			98
Balance, December 31, 2010		$3	$	25,153		$	25,156

Net Income				2,359			2,359
Net unrealized capital gains on investments				390			390
Change in asset valuation reserve				(802	)		(802	)
Change in accounting principle				(23	)		(23	)
Change in surplus of separate accounts				134			134
Change in net deferred income tax				(1,129	)		(1,129	)
Change in non-admitted assets:
Deferred federal income tax asset				953			953
Other assets				93			93
Balance, December 31, 2011		$3	$	27,128		$	27,131

Net Income				2,042			2,042
Net unrealized capital gains on investments				490			490
Change in asset valuation reserve				(599	)		(599	)
Change in surplus of separate accounts				64			64
Change in net deferred income tax				(1,119	)		(1,119	)
Prior year surplus adjustment				(5	)		(5	)
Change in non-admitted assets:
Deferred federal income tax asset				1,285			1,285
Other assets				20			20
Balance, December 31, 2012		$3	$	29,306		$	29,309

See notes to statutory-basis financial statements


TIAA-CREF Investment Horizon Annuity Prospectus		124

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATUTORY–BASIS STATEMENTS OF CASH FLOWS


	For the Years Ended December 31,
(in millions)	2012			2011			2010

CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	12,084		$	12,705		$	12,941
Net investment income		10,590			10,948			10,361
Miscellaneous income		199			180			142
Total Receipts		22,873			23,833			23,444
Policy and contract benefits		11,722			11,321			10,574
Operating expenses		1,127			853			972
Dividends paid to policyholders		1,693			1,709			1,720
Federal income tax expense (benefit)		(16	)		(141	)		106
Net transfers to separate accounts		597			1,666			2,149
Total Disbursements		15,123			15,408			15,521
Net cash from operations		7,750			8,425			7,923

CASH FROM INVESTMENTS
Proceeds from investments sold, matured, or repaid:
Bonds		26,689			19,042			29,718
Stocks		843			669			772
Mortgage loans and real estate		2,954			2,162			4,432
Other invested assets		2,184			2,197			2,252
Miscellaneous proceeds		13			66			130
Cost of investments acquired:
Bonds		31,963			24,768			40,026
Stocks		559			486			863
Mortgage loans and real estate		2,784			1,922			373
Other invested assets		3,472			5,320			3,204
Miscellaneous applications		270			448			167
Net cash from investments		(6,365	)		(8,808	)		(7,329	)

CASH FROM FINANCING AND OTHER
Borrowed money		(757	)		(151	)		21
Net deposits on deposit-type contracts funds		53			32			51
Other cash provided (applied)		403			(266	)		171
Net cash from financing and other		(301	)		(385	)		243
NET CHANGE IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		1,084			(768	)		837
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		597			1,365			528

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, END OF YEAR	$	1,681		$	597		$	1,365

See notes to statutory-basis financial statements


		125		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA Ÿ DECEMBER 31, 2012

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

Note 1—organization

Teachers Insurance and Annuity Association of America (“TIAA” or the “Company”) was established in 1918 as a legal reserve life insurance company under the insurance laws of the State of New York. All of the outstanding common stock of TIAA is held by the TIAA Board of Overseers (“Board of Overseers”), a not-for-profit corporation incorporated in the State of New York originally created for the purpose of holding the stock of TIAA.

The Company’s primary purpose is to aid and strengthen non-profit educational and research organizations, governmental entities and other non-profit institutions by providing retirement and insurance benefits for their employees and their families and by counseling such organizations and their employees on benefit plans and other measures of economic security.

Note 2—significant accounting policies

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (the “Department”); a comprehensive basis of accounting that differs from accounting principles generally accepted in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory-basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income (loss) and capital and contingency reserves between NAIC SAP and the New York SAP annual statement filed with the Department. The primary differences arise because the Company maintains more conservative reserves, as prescribed or permitted by New York SAP, under which annuity reserves are generally discounted on the basis of mortality tables and contractually guaranteed interest rates (in millions).


	For the Years Ended December 31,
	2012		2011		2010

Net Income, New York SAP	$	2,042	$	2,359	$	1,381
New York SAP Prescribed Practices:
Additional Reserves for:
Term Conversions		2		1		2
Deferred and Payout Annuities issued after 2000		63		171		186

Net Income, NAIC SAP	$	2,107	$	2,531	$	1,569

Capital and Contingency Reserves, New York SAP	$	29,309	$	27,131	$	25,156
New York SAP Prescribed Practices:
Intangible Asset Limitation		—		—		12
Additional Reserves for:
Term Conversions		18		16		15
Deferred and Payout Annuities issued after 2000		3,917		3,854		3,683

Capital and Contingency Reserves, NAIC SAP	$	33,244	$	31,001	$	28,866


TIAA-CREF Investment Horizon Annuity Prospectus		126

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The primary differences between GAAP and NAIC SAP can be summarized as follows:

Under GAAP:

•

The Asset Valuation Reserve (“AVR”) is eliminated as it is not recognized under GAAP. The AVR is established under NAIC SAP with changes recorded as a direct charge to surplus;

•

Dividends on insurance policies and annuity contracts are accrued as the related earnings emerge from operations under GAAP rather than being accrued in the year when they are declared;

•

Certain assets designated as “non-admitted assets” are included in the GAAP balance sheet rather than excluded from assets in the statutory balance sheet;

•

Surplus notes are reported as a liability rather than a component of capital and contingency reserves;

•

Investments in bonds considered to be “available for sale” are carried at fair value under GAAP rather than at amortized cost;

•

Impairments on securities other than loan-backed and structured securities due to credit losses are recorded as other-than-temporary impairments (“OTTI”) through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity. Under NAIC SAP, an impairment for such securities is recorded through earnings for the difference between amortized cost and fair value;

•

Changes in the allowance for estimated uncollectible amounts related to mortgage loans are recorded through earnings under GAAP rather than as unrealized losses, which is a component of surplus under NAIC SAP;


		127		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

•

Changes in the value of certain other long-term investments accounted for under the equity method of accounting are recorded through earnings under GAAP rather than as unrealized gains (losses), which is a component of surplus under NAIC SAP;

•

The calculation for the defined benefit and post-retirement benefit obligations include both vested and non-vested employees. Prior to January 1, 2013, non-vested employees are not considered under NAIC SAP;

•

Declines in fair value of derivatives are recorded through earnings rather than surplus. Derivatives embedded in host contracts are accounted for separately like a freestanding derivative if certain criteria are met under GAAP. Replication Synthetic Asset Transactions (“RSAT”) are not recognized under GAAP;

•

The effects of these differences, while not determined, are presumed to be material.

Use of Estimates: The preparation of statutory-basis financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities at the date of the financial statements. Management is also required to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

ACCOUNTING POLICIES:

The following is a summary of the significant accounting policies followed by the Company:


TIAA-CREF Investment Horizon Annuity Prospectus		128

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Included within bonds are loan-backed and structured securities. Estimated future cash flows and expected prepayment speeds are used to determine the amortization of loan-backed and structured securities under the prospective method. Expected future cash flows and prepayment speeds are evaluated quarterly. Certain loan-backed and structured securities are reported at the lower of cost or fair value as a result of the NAIC modeling process.

If it is determined that a decline in the fair value of a bond, excluding loan-backed and structured securities, is other-than-temporary, the cost basis of the bond is written down to fair value and the amount of the write down is accounted for as a realized loss. The new cost basis is not changed for subsequent recoveries in fair value. Future declines in fair value which are determined to be other-than-temporary are recorded as realized losses.

For loan-backed and structured securities, when an other-than-temporary impairment (“OTTI”) has occurred because the Company does not expect to recover the entire amortized cost basis of the security, with the intent and ability to hold, the amount of the OTTI recognized as a realized loss is the difference between the security’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate.

For loan-backed and structured securities, when an OTTI has occurred because the Company intends to sell the security or the Company does not have the intent and ability to retain the security for a period of time sufficient to recover the amortized cost basis, the amount of the OTTI realized is the difference between the security’s amortized cost basis and fair value at the balance sheet date.

In periods subsequent to the recognition of an OTTI loss for a loan-backed or structured security, the Company accounts for the other-than-temporarily impaired security as if the security had been purchased on the measurement date of the impairment. The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in future periods based on prospective changes in cash flow estimates.

Common Stocks: Unaffiliated common stocks are stated at fair value, which is based on quoted market prices, where available. Changes in fair value are recorded through surplus. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. When it is determined that a decline in fair value of an investment is other-than-temporary, the cost basis of the investment is reduced to its fair value and the amount of the reduction is accounted for as a realized loss.


		129		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

excess of the carrying value of the mortgage over its estimated fair value. Changes in valuation allowance for mortgage loans are included in net unrealized capital gains and losses on investments. When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recorded as a realized loss and a new cost basis is established. The fair value of mortgage loans is generally determined using a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions

Real Estate: Real estate occupied by the Company and real estate held for the production of income is carried at depreciated cost, less encumbrances. Real estate held for sale is carried at the lower of depreciated cost or fair value, less encumbrances, and estimated costs to sell. The Company utilizes the straight-line method of depreciation on real estate. Depreciation is generally computed over a forty-year period. A real estate property may be considered impaired when events or circumstances indicate that the carrying value may not be recoverable. When the Company determines that an investment in real estate is impaired, a direct write-down is made to reduce the carrying value of the property to its estimated fair value based on an external appraisal, net of encumbrances, and a realized loss is recorded.

The Company makes investments in commercial real estate directly, through wholly owned subsidiaries and through real estate limited partnerships. The Company monitors the effects of current and expected market conditions and other factors on its real estate investments to identify and quantify any impairment in value. The Company assesses assets to determine if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company evaluates the recoverability of income producing investments based on undiscounted cash flows and then reviews the results of an independent third party appraisal to determine the fair value and if an adjustment is required.

Wholly-Owned Subsidiaries: Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus and (2) non-insurance subsidiaries are stated at the value of their underlying GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.


TIAA-CREF Investment Horizon Annuity Prospectus		130

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Contract Loans: Contract loans are stated at outstanding principal balances.

Derivatives used by the Company include foreign currency, interest rate and credit default swaps and foreign currency forwards.

Separate Accounts: Separate Accounts are established in conformity with insurance laws and are segregated from the Company’s general account and are maintained for the benefit of the separate account contract holders.

Foreign Currency Transactions and Translation: Investments denominated in foreign currencies and foreign currency contracts are valued in U.S. dollars, based on exchange rates at the end of the relevant period. Investment transactions in foreign currencies are recorded at the exchange rates prevailing on the respective transaction dates. All other asset and liability accounts that are denominated in foreign currencies are adjusted to reflect exchange rates at the end of the relevant period. Realized and unrealized gains and losses due to foreign exchange transactions and translation adjustments are not separately reported but are collectively included in realized and unrealized capital gains and losses, respectively.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets (principally certain investments in other long-term investments, furniture and equipment, leasehold improvements, prepaid expenses, and a portion of deferred federal income tax (“DFIT”) assets). Investment related non-admitted assets totaled $267 million and $441 million at December 31, 2012 and 2011, respectively. The non-admitted portion of the DFIT asset was $8,964 million and $10,249 million at December 31, 2012 and 2011, respectively. Other non-admitted assets were $625 million and $470 million at December 31, 2012 and 2011, respectively. Changes in non-admitted assets are charged or credited directly to surplus.


		131		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Furniture and Fixtures, Equipment, Leasehold Improvements and Computer Software: Electronic data processing (“EDP”) equipment, computer software and furniture and equipment which qualify for capitalization are depreciated over the lesser of useful life or 3 years. Office alterations and leasehold tenant improvements which qualify for capitalization are depreciated over the lesser of useful life or 5 years and the remaining life of the lease, respectively.

The accumulated depreciation on EDP equipment and computer software was $1,008 million and $782 million at December 31, 2012 and 2011, respectively. Related depreciation expenses allocated to TIAA were $51 million, $34 million and $45 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The accumulated depreciation on furniture and equipment and leasehold improvements was $444 million and $443 million at December 31, 2012, and 2011, respectively. Related depreciation expenses allocated to TIAA were $18 million, $25 million and $25 million for the years ended December 31, 2012, 2011 and 2010, respectively.

A realized gain or loss on each preferred stock sold is interest-related if the security did not have an NAIC rating of 4, 5, or 6 at any time during the holding period and the NAIC rating did not change by more than one classification from the date of purchase to the date of sale.

A realized gain or loss on each mortgage loan sold is interest-related if interest is not more than 90 days past due, not in the process of foreclosure or voluntary conveyance, or the mortgage loan was not restructured over the prior two years.

A realized gain or loss on each derivative investment sold is interest-related based on the characteristics of the underlying invested asset.


TIAA-CREF Investment Horizon Annuity Prospectus		132

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Realized gains or losses resulting from the sale of U.S. Government securities and securities of agencies which are backed by the full faith and credit of the U.S. Government are exempt from the AVR.

A realized gain or loss on each derivative investment sold is non-interest-related based on the characteristics of the underlying invested asset.

OTTI for non-loan-backed and structured securities, stocks, mortgage loans, real estate and other long-term investments are considered non-interest related realized losses and included in the AVR calculation.

Repurchase Agreement: Repurchase agreements are agreements between a seller and a buyer, whereby the seller of securities sells and simultaneously agrees to repurchase the same or substantially the same securities from the buyer at a stated price on a specified date. Repurchase agreements are generally accounted for as secured borrowings. The assets transferred are not removed from the balance sheet, the cash collateral received is invested and reported on the balance sheet and accounted for based on the type of investment. An offsetting liability is reported in “Other liabilities.”

Dividends Due to Policyholders: Dividends on insurance policies and pension annuity contracts in the payout phase are declared by the TIAA Board of Trustees (the “Board”) in the fourth quarter of each year, and such dividends are credited to policyholders in the following calendar year. Dividends on pension annuity contracts in the accumulation phase are declared by the Board in February of each year, and such dividends on the various existing vintages of pension annuity contracts in the accumulation phase are credited to policyholders during the ensuing twelve month period beginning March 1.

APPLICATION OF NEW ACCOUNTING PRONOUNCEMENTS:


		133		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

permitted. This statement establishes financial accounting and reporting standards for an insurer that offers a defined benefit postretirement plan to its employees. Any unfunded defined benefit amounts, as determined when the projected benefit obligation exceeds the fair value of plan assets, is a liability under SSAP No. 5R and shall be reported in the first quarter statutory financial statements after the transition date with a corresponding entry to unassigned funds (surplus). If the fair value of plan assets exceeds the projected benefit obligation, the asset shall be considered a non-admitted asset. Net periodic pension cost shall include a component for unrecognized prior service cost for non-vested employees beginning in 2013. The Company has determined that SSAP No. 92 will not have a material impact.

SSAP No. 101—Income Taxes, a Replacement of SSAP No. 10—Income Taxes andSSAP No. 10R—Income Taxes, A Temporary Replacement of SSAP No. 10 is effective January 1, 2012. For purposes of accounting for federal and foreign income taxes, reporting entities shall adopt FASB Statement No. 109, Accounting for Income Taxes (“FAS 109”) with modifications for state income taxes, the realization criteria for deferred tax assets, and the recording of the impact of changes in deferred tax balances. The Company has determined that SSAP No. 101 did not have a material impact on the current and deferred taxes presented under SSAP No. 10R.

SSAP No. 102—Accounting for Pensions, A Replacement of SSAP No. 89, effective for quarterly and annual reporting periods beginning on or after January 1, 2013 with early adoption permitted. This statement establishes financial accounting and reporting standards for an insurer that offers pension benefits to its employees. Any unfunded defined benefit pension amounts, as determined when the projected benefit obligation exceeds the fair value of plan assets, is a liability under SSAP No. 5R and shall be reported in the first quarter statutory financial statements after the transition date with a corresponding entry to unassigned funds (surplus). If the fair value of plan assets exceeds the projected benefit obligation, the asset shall be considered a non-admitted asset. Net periodic pension cost shall include a component for unrecognized prior service cost for non-vested employees beginning in 2013. The Company has determined that SSAP No. 102 will not have a material impact.

SSAP No. 103—Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities effective for years beginning on and after January 1, 2013 and shall be applied prospectively. This statement must be applied as of the beginning of the reporting entity’s first annual reporting period after the effective date, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. On and after the effective date, the concept of a qualifying special purpose entity is no longer relevant for statutory accounting purposes. The disclosure provisions of this statement shall be applied to transfers that occurred both before and after the effective date of this statement. The Company does not expect that SSAP No. 103 will have a significant impact.


TIAA-CREF Investment Horizon Annuity Prospectus		134

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 3—long-term bonds, preferred stocks, and common stocks


			2012 Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/ Adjusted Carrying Value		Book/ Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. Governments	$	41,456	$	5,966	$	(55	)	$	47,367
All Other Governments		3,677		802		(3	)		4,476
States, Territories and Possessions		491		76		—			567
Political Subdivisions of States, Territories, and Possessions		345		30		—			375
Special Revenue and Special Assessment, Non-guaranteed Agencies and Government		20,256		2,398		(16	)		22,638
Credit Tenant Loans		5,025		431		(23	)		5,433
Industrial and Miscellaneous		99,209		10,556		(1,060	)		108,705
Hybrids		1,334		90		(28	)		1,396
Parent, Subsidiaries and Affiliates		2,161		75		(2	)		2,234
Total Bonds		173,954		20,424		(1,187	)		193,191
Preferred Stocks		38		13		—			51
Total Bonds and Preferred Stocks	$	173,992	$	20,437	$	(1,187	)	$	193,242


			2011 Excess of
	Book/ Adjusted Carrying Value		Fair Value Over Book/ Adjusted Carrying Value		Book/ Adjusted Carrying Value Over Fair Value			Estimated Fair Value
Bonds:
U.S. Governments	$	41,576	$	5,998	$	(1	)	$	47,573
All Other Governments		3,119		612		(6	)		3,725
States, Territories and Possessions		472		48		(7	)		513
Political Subdivisions of States, Territories, and Possessions		300		23		—			323
Special Revenue and Special Assessment, Non-guaranteed Agencies and Government		20,171		2,575		(23	)		22,723
Credit Tenant Loans		4,351		773		(3	)		5,121
Industrial and Miscellaneous		94,212		8,879		(2,678	)		100,413
Hybrids		2,039		77		(196	)		1,920
Parent, Subsidiaries and Affiliates		1,691		95		(13	)		1,773
Total Bonds		167,931		19,080		(2,927	)		184,084
Preferred Stocks		82		17		(19	)		80
Total Bonds and Preferred Stocks	$	168,013	$	19,097	$	(2,946	)	$	184,164


		135		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Impairment Review Process: All securities are subjected to the Company’s process for identifying OTTI. The Company writes down securities that it deems to have an OTTI in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators and ratings agencies; (f) the potential for impairments in an entire industry sector or sub-sector; (g) the potential for impairments in certain economically-depressed geographic locations and (h) the potential for impairment based on an estimated discounted cash flow analysis for structured and loan-backed securities. Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, the Company continues to review the impaired security for appropriate valuation on an ongoing basis.

Unrealized Losses on Bonds, Preferred Stocks and Unaffiliated Common Stocks: The gross unrealized losses and estimated fair values for securities by the length of time that individual securities had been in a continuous unrealized loss position are shown in the table below (in millions):


	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2012
Loan-backed and structured bonds	$	1,719	$	(47	)	$	1,672	$	7,887	$	(1,131	)	$	6,756
All other bonds		5,988		(154	)		5,834		608		(46	)		562
Total bonds	$	7,707	$	(201	)	$	7,506	$	8,495	$	(1,177	)	$	7,318
Unaffiliated common stocks		138		(22	)		116		—		—			—
Preferred stocks		10		(2	)		8		—		—			—
Total bonds and stocks	$	7,855	$	(225	)	$	7,630	$	8,495	$	(1,177	)	$	7,318


TIAA-CREF Investment Horizon Annuity Prospectus		136

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2011
Loan-backed and structured bonds	$	4,829	$	(239	)	$	4,590	$	13,126	$	(2,641	)	$	10,485
All other bonds		4,178		(158	)		4,020		1,916		(204	)		1,712
Total bonds	$	9,007	$	(397	)	$	8,610	$	15,042	$	(2,845	)	$	12,197
Unaffiliated common stocks		55		(7	)		48		42		(12	)		30
Preferred stocks		7		—			7		25		(19	)		6
Total bonds and stocks	$	9,069	$	(404	)	$	8,665	$	15,109	$	(2,876	)	$	12,233

As of December 31, 2012, the major categories of securities where the estimated fair value declined and remained below cost for less than twelve months were diversified in U.S., Canada and other government (25%), asset-backed securities (12%) and manufacturing (11%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2012, the major categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were diversified in commercial mortgage-backed securities (73%) and residential mortgage-backed securities (19%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2011, the major categories of securities where the estimated fair value declined and remained below cost for less than twelve months were diversified in residential mortgage-backed securities (32%), commercial mortgage-backed securities (19%) and finance (13%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2011, the major categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were diversified in commercial mortgage-backed securities (62%) and residential mortgage-backed securities (26%). The preceding percentages were calculated as a percentage of the gross unrealized loss.


		137		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	December 31, 2012							December 31, 2011
	Book/ Adjusted Carrying Value		% of Total			Estimated Fair Value		Book/ Adjusted Carrying Value		% of Total			Estimated Fair Value
Due in one year or less	$	3,923		2.3	%	$	4,019	$	2,992		1.8	%	$	3,051
Due after one year through five years		20,380		11.6			22,183		21,249		12.7			22,855
Due after five years through ten years		34,773		20.0			38,505		31,277		18.6			34,383
Due after ten years		38,912		22.4			46,050		34,564		20.5			41,324
Subtotal		97,988		56.3			110,757		90,082		53.6			101,613
Residential mortgage-backed securities		51,170		29.5			56,525		52,101		31.0			56,412
Commercial mortgage-backed securities		9,467		5.4			9,328		11,522		6.9			10,513
Asset-backed securities		15,329		8.8			16,581		14,226		8.5			15,546
Subtotal		75,966		43.7			82,434		77,849		46.4			82,471
Total	$	173,954		100.0	%	$	193,191	$	167,931		100.0	%	$	184,084

For the year ended December 31, 2012, the preceding table includes sub-prime mortgage investments totaling $3,126 million under residential mortgage-backed securities. $2,511 million or 80% of the sub-prime securities were rated investment grade (NAIC 1 and 2).

For the year ended December 31, 2011, the preceding table includes sub-prime mortgage investments totaling $3,171 million under residential mortgage-backed securities. $2,594 million or 82% of the sub-prime securities were rated investment grade (NAIC 1 and 2).

Sub-prime securities are backed by loans that are in the riskiest category of loans and are typically sold in a separate market from prime loans.


TIAA-CREF Investment Horizon Annuity Prospectus		138

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Bond Diversification: The carrying values of long-term bond investments were diversified by the following classification at December 31 as follows:


	2012			2011
Residential mortgage-backed securities		29.4	%		31.0	%
U.S. and other governments		12.2			12.9
Manufacturing		9.8			8.7
Asset-backed securities		8.8			8.5
Public utilities		7.7			7.3
Commercial mortgage-backed securities		5.5			6.9
Finance and financial services		5.5			5.5
Oil and gas		5.1			4.9
Services		3.5			3.1
Communications		3.2			3.0
Revenue and special obligations		2.5			2.2
Retail and wholesale trade		1.8			1.8
Mining		1.4			1.3
Transportation		1.3			1.1
Real estate investment trusts		0.9			0.8
Other		1.4			1.0
Total		100.0	%		100.0	%

At December 31, 2012 and 2011, 92.5% and 91.8%, respectively, of the long-term bond portfolio was comprised of investment grade securities (NAIC 1 and 2).

The following table presents the Company’s carrying value and estimated fair value for the residential mortgage-backed securities portfolio (“RMBS”) at December 31, (in millions):


	2012				2011
NAIC Designation	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
1	$	48,144	$	53,539	$	48,773	$	53,472
2		1,640		1,667		1,376		1,245
3		985		974		1,288		1,144
4		175		154		473		378
5		214		176		105		83
6		12		15		86		90
Total	$	51,170	$	56,525	$	52,101	$	56,412

With respect to the RMBS in the above table, approximately 97% and 96% were rated investment grade (NAIC 1 and 2) at December 31, 2012 and 2011, respectively. The Company has continued to maintain its historical procedures surrounding the evaluation of fundamental underwriting and investment standards within its investment portfolios, including investments in RMBS. Additionally, the Company continues to manage the RMBS portfolio to appropriately support its contractual obligations and will recognize impairments when diminishments in fair value are determined to be other than temporary based on evaluations of projected discounted cash flows as prescribed under SSAP 43R. Management continues to actively monitor the market, credit and liquidity risk of the RMBS portfolio as an integral component of its overall asset liability management program.


		139		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following table presents the Company’s carrying value and estimated fair value for the commercial mortgage-backed securities (“CMBS”) portfolio at December 31, (in millions):


	2012				2011
NAIC Designation	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
1	$	7,301	$	7,528	$	8,455	$	8,387
2		246		230		501		388
3		607		481		839		594
4		585		467		936		585
5		564		409		566		325
6		164		213		225		234
Total	$	9,467	$	9,328	$	11,522	$	10,513

With respect to the CMBS in the above table, approximately 80% and 78% were rated investment grade (NAIC 1 and 2) and approximately 66% and 69% were issued prior to 2006 (based on carrying value) at December 31, 2012 and 2011, respectively. The Company has continued to maintain its historical procedures surrounding the evaluation of fundamental underwriting and investment standards within its investment portfolios, including investments in CMBS. Additionally, the Company continues to manage the CMBS portfolio to appropriately support its contractual obligations and will recognize impairments when diminishments in fair value are determined to be other-than-temporary based on evaluations of projected discounted cash flows as prescribed under SSAP 43R. Management continues to actively monitor the market, credit and liquidity risk of the CMBS portfolio as an integral component of its overall asset liability management program.

Included in the Company’s long-term investments are bonds with a NAIC designation of 6. The statutory carrying value of these investments and related contractual maturity is listed in the following table at December 31, (in millions):


	2012		2011
Due in one year or less	$	—	$	4
Due after one year through five years		3		13
Due after five years through ten years		—		5
Due after ten years		2		—
Subtotal		5		22
Residential mortgage-backed securities		12		86
Commercial mortgage-backed securities		164		225
Asset-backed securities		53		49
Total	$	234	$	382

Troubled Debt Restructuring: There were no troubled debt restructurings during 2012 and 2011.

Exchanges: During 2012 and 2011, the Company also acquired bonds and stocks through exchanges aggregating $3,094 million and $1,619 million, of which approximately $26 million and $15 million were acquired through non-monetary transactions, respectively. When exchanging securities, TIAA generally accounts for assets at fair value unless the exchange was as a result of restricted 144As exchanged for unrestricted securities, which are accounted for at book value.


TIAA-CREF Investment Horizon Annuity Prospectus		140

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following table represents OTTI on securities with the intent to sell or the inability to retain for the years ended December 31, (in millions):


	1		OTTI				3
	Amortized Cost Basis Before OTTI		2a Interest		2b Non-interest		Fair Value 1-(2a+2b)
OTTI recognized, 2012
a. Intent to sell	$	743	$	98	$	130	$	515
b. Inability to retain		—		—		—		—
Total 2012	$	743	$	98	$	130	$	515

OTTI recognized, 2011
a. Intent to sell	$	429	$	21	$	57	$	351
b. Inability to retain		—		—		—		—
Total 2011	$	429	$	21	$	57	$	351

At December 31, 2012, the Company held loan-backed and structured securities with a recognized OTTI where the present value of cash flows expected to be collected is less than the amortized cost. See Note 25 for listing of securities.

Other Disclosures: During 2012 and 2011, TIAA acquired common stocks from other long term private equity fund investment distributions totaling $47 million and $24 million, respectively.

Debt securities on deposit with governmental authorities or trustees, as required by law, were $7 million at December 31, 2012 and 2011.

At December 31, 2012 and 2011, the carrying amount of restricted unaffiliated common stock was $516 million and $441 million, respectively. At December 31, 2012 and 2011, the carrying amount of restricted preferred stock was $4 million and $18 million, respectively. The restrictions include share sales, private sales, general partner approval for sale, contractual restrictions and public or free trade restrictions.

At December 31, 2012 and 2011, the carrying amount of bonds and stocks denominated in a foreign currency was $3,766 million and $3,158 million, respectively. Bonds denominated in foreign currency that totaled $2,120 million and $1,547 million at December 31, 2012 and 2011, respectively, represent amounts due from related parties that are collateralized by real estate owned by TIAA’s investment subsidiaries and affiliates.

Note 4—mortgage loans

The Company originates mortgage loans that are principally collateralized by commercial real estate. The coupon rates for non-mezzanine commercial mortgage loans originated during 2012 ranged from 3.80% to 5.71% and from 4.00% to 6.00% for 2011. The coupon rates for mezzanine mortgage loans originated during 2012 ranged from 6.75% to 7.96%. There were no mezzanine mortgage loans originated or acquired during 2011.

The maximum percentage of any one loan to the value of the property at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, was 98% and 94% for commercial loans for the years


		141		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

ended December 31, 2012 and 2011, respectively. In 2012, there was one loan issued with a loan to value of 98% with a value of $64 million at December 31, 2012. The loan is a full recourse construction loan with a committed tenant.

At December 31, 2012 and 2011, the carrying value of mezzanine real estate loans was $224 million and $186 million, respectively.

Impairment Review Process: The Company monitors the effects of current and expected market conditions and other factors on the collectability of mortgage loans to identify and quantify any impairment in value. Impairments are classified as either temporary, for which a recovery is anticipated, or other-than-temporary. Mortgage loans held to maturity with other-than-temporarily impaired values at December 31, 2012 and 2011 have been written down to net realizable values based upon independent appraisals of the collateral while mortgage loans held for sale have been written down to the current fair value of the loan, as shown in the table below. For impaired mortgage loans where the impairments were deemed to be temporary, an allowance for credit losses has been established, as indicated below (in millions):


	2012		2011			2010

Investment in impaired mortgage loans, with temporary allowances for credit losses (at net carried value plus accrued interest)	$	—	$	—		$	29
Related temporary allowances for credit losses	$	—	$	—		$	(2	)
Investment in impaired mortgage loans, net of OTTI losses recognized	$	206	$	248		$	251
Related write-downs for OTTI	$	—	$	—		$	(21	)
Average investment in impaired mortgage loans	$	34	$	35		$	35
Interest income recognized on impaired mortgage loans during the period	$	14	$	16		$	16
Interest income recognized on a cash basis during the period	$	14	$	16		$	16


	2012		2011			2010

Allowance for credit losses:
Balance at the beginning of the period	$	—	$	2		$	—
Additions charged to surplus		—		—			94
Direct write-downs/charges against the allowance		—		—			(85	)
Recoveries of amounts previously added to surplus		—		(2	)		(7	)

Balance at the end of the period	$	—	$	—		$	2

Mortgage Loan Diversification: The following tables set forth the commercial mortgage loan portfolio by property type and geographic distribution (in millions):


	Commercial Mortgage Loans by Property Type
	December 31, 2012					December 31, 2011
	Carrying Value		% of Total			Carrying Value		% of Total

Office buildings	$	4,288		33.1	%	$	4,399		33.5	%
Shopping centers		4,278		33.0			4,211		32.1
Industrial buildings		2,118		16.4			2,313		17.6
Apartments		1,423		11.0			1,351		10.3
Land		265		2.0			265		2.0
Mixed use		264		2.0			268		2.0
Hotel		164		1.3			168		1.3
Other		156		1.2			158		1.2

Total	$	12,956		100.0	%	$	13,133		100.0	%


TIAA-CREF Investment Horizon Annuity Prospectus		142

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	Commercial Mortgage Loans by Geographic Distribution
	December 31, 2012					December 31, 2011
	Carrying Value		% of Total			Carrying Value		% of Total

Pacific	$	3,312		25.6	%	$	3,561		27.1	%
South Atlantic		2,908		22.4			3,144		23.9
Middle Atlantic		2,373		18.3			1,988		15.1
South Central		2,199		17.0			1,992		15.2
North Central		1,209		9.3			1,319		10.1
Mountain		361		2.8			410		3.1
New England		230		1.8			280		2.1
Other		364		2.8			439		3.4

Total	$	12,956		100.0	%	$	13,133		100.0	%

Regional classification is based on American Council of Life Insurers regional chart. See below for details of regions.

Pacific states are AK, CA, HI, OR and WA

South Atlantic states are DE, DC, FL, GA, MD, NC, SC, VA and WV

Middle Atlantic states are PA, NJ and NY

South Central states are AL, AR, KY, LA, MS, OK, TN and TX

North Central states are IA, IL, IN, KS, MI, MN, MO, NE, ND, OH, SD and WI

New England states are CT, MA, ME, NH, RI and VT

Mountain states are AZ, CO, ID, MT, NV, NM, UT and WY

Other comprises investments primarily in Canada.

At December 31, 2012 and 2011, approximately 18.9% and 19.7% of the mortgage loan portfolio, respectively, was invested in California and is included in the Pacific region shown above.

At December 31, 2012 and 2011, approximately 15.3% and 13.5% of the mortgage loan portfolio, respectively, was invested in Texas and is included in the South Central region shown above.

Scheduled Mortgage Loan Maturities: At December 31, 2012 and 2011, contractual maturities for mortgage loans were as follows (in millions):


	2012					2011
	Carrying Value		% of Total			Carrying Value		% of Total

Due in one year or less	$	804		6.2	%	$	1,359		10.3	%
Due after one year through five years		6,013		46.4			7,269		55.4
Due after five years through ten years		4,505		34.8			3,593		27.4
Due after ten years		1,634		12.6			912		6.9

Total	$	12,956		100.0	%	$	13,133		100.0	%

Actual maturities may differ from contractual maturities because borrowers may have the right to prepay mortgages, although prepayment premiums may be applicable.

There were no mortgage troubled debt restructurings during the periods ended December 31, 2012 or 2011. When restructuring mortgage loans, TIAA generally requires participation features, yield maintenance stipulations, and/or the establishment of property-specific escrow accounts funded by the borrowers. With respect to impaired loans, the Company accrues interest income to the extent it is deemed collectible. Cash


		143		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

received on impaired mortgage loans that are performing according to their contractual terms is applied in accordance with those terms. For mortgage loans in the process of foreclosure, cash received is initially held in suspense and applied as a return of principal at the time that the foreclosure process is completed, or the mortgage is otherwise disposed. There were no mortgage loans with interest more than 180 days past due at December 31, 2012 or 2011.

During 2012, the Company reduced interest rates on three outstanding commercial loans. The first loan changed from 5.40% to 4.50% from November 1, 2012 through maturity on November 1, 2015. The other two loans changed from 7.50% to 6.69% from August 3, 2012 through maturity on January 1, 2019. The recorded investment excluding accrued interest of these loans was $363 million at December 31, 2012.

During 2011, the Company reduced interest rates on two outstanding commercial loans. The first loan changed from 6.22% to 5.00% from December 1, 2010 through December 31, 2017 and then to 5.25% until maturity on December 1, 2020. The second loan changed from 6.30% to 5.75% from December 1, 2011 through April 30, 2013. The recorded investment excluding accrued interest of these three loans was $216 million at December 31, 2011.

The Company did not have any taxes, assessments or amounts advanced that were not included in the mortgage loan totals for the years ended December 31, 2012 and 2011.

The Company has no reverse mortgages as of December 31, 2012 or 2011.

Mortgage loans of $13 million at December 31, 2012 and 2011 represent the carrying value of amounts due from related parties that are collateralized by real estate owned by TIAA investment subsidiaries and affiliates.

For the years ended December 31, 2012 and 2011, the carrying values of mortgage loans denominated in foreign currency were $281 million and $356 million, respectively.

The Company does not underwrite nor does it hold sub-prime mortgages in the commercial mortgage portfolio and does not have any material indirect exposure from sub-prime lenders who are tenants in buildings that are secured by commercial mortgages.

Note 5—real estate

At December 31, 2012 and 2011, TIAA’s directly owned real estate investments of $1,623 million and $1,595 million, respectively, were carried net of third party mortgage encumbrances, which totaled $0 and $109 million, respectively.

The carrying values of the directly owned real estate portfolio were diversified by property type and geographic region at December 31 as follows (in millions):


	Directly Owned Real Estate by Property Type
	2012					2011
	Carrying Value		% of Total			Carrying Value		% of Total

Office buildings	$	836		51.5	%	$	1,056		66.2	%
Industrial buildings		501		30.9			355		22.3
Retail		114		7.0			—		—
Mixed-use projects		95		5.9			98		6.1
Apartments		59		3.6			60		3.8
Land under development		18		1.1			24		1.5
Land		—		—			2		0.1

Total	$	1,623		100.0	%	$	1,595		100.0	%


TIAA-CREF Investment Horizon Annuity Prospectus		144

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	Directly Owned Real Estate by Geographic Region
	2012						2011
	Carrying Value		% of Total				Carrying Value		% of Total

South Atlantic	$	699		43.1	%		$	685		42.9	%
Pacific		605		37.3		��		321		20.1
Middle Atlantic		203		12.5				183		11.5
South Central		116		7.1				158		9.9
North Central		—		—				248		15.6

Total	$	1,623		100.0	%		$	1,595		100.0	%

At December 31, 2012 and 2011, approximately 19.4% and 3.3% of the real estate portfolio, respectively, was invested in California and is included in the Pacific region shown above.

At December 31, 2012 and 2011, approximately 18.5% and 19.0% of the real estate portfolio, respectively, was invested in Virginia and is included in the South Atlantic region shown above.

The Company monitors the effects of current and expected market conditions and other factors on its real estate investments to identify and quantify any impairment in value. The Company assesses assets to determine if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company evaluates the recoverability of income producing investments based on undiscounted cash flows and then reviews the results of an independent third party appraisal to determine the fair value and if an adjustment is warranted.

OTTI for directly owned real estate investments for the years ended December 31, 2012, 2011 and 2010 were $17 million, $2 million and $35 million, respectively and these amounts are included in the impairment table in Note 9. The OTTI during 2012 is for directly owned industrial properties in the states of Illinois and Texas and directly owned land in the state of Georgia. $13 million of OTTI during 2012 is a result of the Company’s intent to sell. The impairments were a result of unfavorable market conditions. The OTTI during 2011 is for directly owned land in California. The OTTI during 2010 is for directly owned industrial, office buildings and retail property at various locations throughout the country. The impairments are included in net realized capital losses in the statutory-basis statements of operations.

As of December 31, 2012 and 2011, $31 million and $0, respectively, of the Company’s real estate investments were classified as held for sale. This held for sale investment was sold during January 2013. For the year ended December 31, 2012 and 2011, the Company recognized a net realized gain on real estate sold of $84 million and $17 million, respectively. The gains are included in net realized capital gains (losses) in the statutory-basis statements of operations.

Depreciation expense on directly owned real estate investments for the years ended December 31, 2012, 2011 and 2010, was $53 million, $54 million and $56 million, respectively. The amount of accumulated depreciation at December 31, 2012, 2011 and 2010 was $337 million, $478 million and $431 million, respectively.

There were no real estate properties acquired via the assumption of debt or in satisfaction of debt during 2012, 2011 or 2010.

The Company’s real estate portfolio does not have any material exposure from sub-prime lenders who are tenants in the buildings that are directly owned.

The Company does not engage in retail land sales operations.

As of December 31, 2012, the Company does not have any low income housing tax credits.


		145		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 6—subsidiaries and affiliates

The Company holds interests in certain subsidiaries and affiliates that are primarily involved in the ownership and management of investments for the Company. The carrying value, OTTI and net investment income of these investment subsidiaries and affiliates at December 31 are shown below (in millions):


	2012		2011		2010
Net carrying value of investment subsidiaries and affiliates
Reported as common stock	$	1,517	$	1,901	$	2,073
Reported as other long-term investments		7,387		6,177		4,544

Total net carrying value	$	8,904	$	8,078	$	6,617

OTTI	$	9	$	5	$	7
Net investment income (distributed from investment subsidiaries and affiliates)	$	438	$	184	$	145

The larger investment subsidiaries and affiliates, included in the above table, are TIAA Global Public Investments, LLC, T-C GA RE Holdings, LLC, Ceres Agricultural Properties, LLC, ND Properties, Inc., TIAA Oil & Gas Investments, LLC, Dionysus Properties, LLC, TIAA CPPIB Commercial Mortgage Company REIT, LLC and 485 Properties, LLC.

The carrying value, OTTI and net investment income of these operating subsidiaries and affiliates at December 31 are shown below (in millions):


	2012		2011		2010
Net carrying value of operating subsidiaries and affiliates
Reported as common stock	$	799	$	537	$	456
Reported as other long-term investments		1,799		1,578		471

Total net carrying value	$	2,598	$	2,115	$	927

OTTI	$	75	$	94	$	32
Net investment income (distributed from operating subsidiaries and affiliates)	$	1	$	1	$	—

TIAA’s operating subsidiaries and affiliates primarily consist of Covariance Capital Management Series, LLC (“CCMS 1”), TIAA-CREF Life Insurance Company (“TIAA-CREF Life”), TIAA Global Ag Holdco, LLC, TCT Holdings, Inc., Covariance Capital Management Series 2, LLC (“CCMS 2”), Oleum Holding Company, LLC, TIAA Emerging Markets and TIAA-CREF Asset Management, Inc.

During 2011, the Company invested $1 billion with Covariance Capital Management, Inc. (“Covariance”) which is managed as a diversified investment portfolio. Covariance is an indirect wholly-owned subsidiary of the Company that provides customized endowment management services to educational institutions, foundations and other not-for-profits with endowments. As of December 31, 2012, the carrying value of the Company’s investments managed by Covariance in CCMS 1 and CCMS 2 is $935 million and $160 million, respectively.

The 2012 OTTI relates to a decline in the fair value of subsidiaries and affiliates for which the carrying value is not expected to recover. Fair value of subsidiaries and affiliates is generally determined using the net asset value of the underlying financial statements at the measurement date.

TIAA held bonds of affiliates at December 31, 2012 and 2011 for $2,161 million and $1,691 million, respectively. Ninety-eight percent (98%) and eighty four percent (84%) of these affiliated bonds were issued by ND Properties, Inc. at December 31, 2012 and 2011, respectively.


TIAA-CREF Investment Horizon Annuity Prospectus		146

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

As of December 31, 2012 and 2011, no investment in a subsidiary or affiliate exceeded 10% of the Company’s admitted assets and the Company does not have any investment in foreign insurance subsidiaries. For the years ended December 31, 2012, 2011 and 2010, the Company did not have any related party transactions which exceeded one-half of 1% of the Company’s admitted assets.

As of December 31, 2012 and December 31, 2011, the net amount due from subsidiaries and affiliates was $184 million and $94 million, respectively. The net amounts due are generally settled on a daily basis except for TIAA Realty, Inc., ND Properties, Inc., Teachers Advisors, Inc. (“Advisors”), TIAA-CREF Tuition Financing, Inc. (“TFI”), Teachers Personal Investors Services, Inc. (“TPIS”), TIAA-CREF Individual and Institutional Services, LLC (“Services”), and TIAA-CREF Asset Management, Inc. which are settled quarterly.

The Company discloses contingencies and guarantees related to subsidiaries and affiliates in Note 22.

The Company holds investments in downstream non-insurance holding companies, which are valued by the Company utilizing the look-through approach. The financial statements for the downstream non-insurance holding companies listed in the table below are not audited and TIAA has limited the value of its investment in these noninsurance holding companies to the value contained in the audited financial statements of the underlying investments and unamortized goodwill resulting from the statutory purchase method of accounting. All liabilities, commitments, contingencies, guarantees or obligations of these subsidiaries, which are required to be recorded as liabilities, commitments, contingencies, guarantees or obligations under applicable accounting guidance, are reflected in TIAA’s determination of the carrying value of the investment in these subsidiaries, if not already recorded in the subsidiaries’ financial statements. The following table summarizes the Company’s carrying value in each such downstream non-insurance holding company as of December 31 (in millions):


Subsidiary	2012		2011
TIAA Oil & Gas Investments, LLC	$	550	$	171
Dionysus Properties, LLC		432		227
Mansilla Participacoes LTDA		349		399
Infra Alpha LLC		298		210
TIAA Global Ag Holdco LLC		289		106
TIAA Super Regional Mall Member Sub, LLC		217		235
Occator Agricultural Properties, LLC		211		178
T-C 685 Third Avenue Member, LLC		107		99
TIAA-CREF Asset Management, Inc.		105		59
TIAA Union Place Phase I, LLC		73		20
TIAA Stonepeak Investments I, LLC		70		—
TIAA Infrastructure Investments, LLC		31		39
TIAA-CREF Redwood, LLC		29		39
T-C SMA II, LLC		26		26
TIAA SynGas, LLC		20		25
Almond Processors, LLC		19		—
T-C SMA III, LLC		8		—
TIAA Stonepeak Investments II, LLC		3		—
730 Texas Forest Holdings, Inc.		1		1
TIAA The Reserve II Member, LLC		—		4
TIAA Diamond Investor, LLC		—		1
Total	$	2,838	$	1,839


		147		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 7—other long-term investments

The components of TIAA’s carrying value in other long-term investments at December 31 were (in millions):


	2012		2011
Unaffiliated other invested assets	$	8,710	$	8,424
Affiliated other invested assets		9,185		7,755
Other long-term assets		78		18
Total other long-term investments	$	17,973	$	16,197

As of December 31, 2012, unaffiliated other invested assets of $8,710 million includes $7,611 million of investments in joint ventures, partnerships and LLCs with interests in venture capital, leveraged buy-out funds and other equity investments. The remaining $1,099 million represents real estate related joint ventures, partnerships and LLCs. As of December 31, 2012, affiliated other invested assets of $9,185 million includes investments in agriculture and timber related holdings of $2,659 million, investments in real estate related holdings of $2,163 million, investments in energy and infrastructure of $971 million and investments in securities related holdings of $3,034 million. The remaining $358 million of affiliated other invested assets represents other operating subsidiaries and affiliates.

As of December 31, 2011, unaffiliated other invested assets of $8,424 million includes $7,298 million of investments in joint ventures, partnerships and LLCs with interests in venture capital, leveraged buy-out funds and other equity investments. The remaining $1,126 million represents real estate related joint ventures, partnerships and LLCs. As of December 31, 2011, affiliated other invested assets of $7,755 million includes investments in agriculture and timber related holdings of $2,303 million, investments in real estate related holdings of $1,793 million, investments in energy and infrastructure of $471 million and investments in securities related holdings of $2,780 million. The remaining $408 million of affiliated other invested assets represents other operating subsidiaries and affiliates.

For the years ended December 31, 2012, 2011 and 2010, OTTI in other long-term investments for which the carrying value is not expected to be recovered were $129 million, $233 million and $252 million, respectively.

For the years ended December 31, 2012 and 2011, other long-term investments denominated in foreign currency were $1,733 million and $1,741 million, respectively.

Note 8—investments commitments

The outstanding obligation for future investments at December 31, 2012, is shown below by asset category (in millions):


	2013		2014		In later years		Total Commitments
Bonds	$	687	$	145	$	—	$	832
Stocks		37		30		38		105
Mortgage loans		440		36		—		476
Other long-term investments		1,439		1,204		1,615		4,258
Total	$	2,603	$	1,415	$	1,653	$	5,671

The funding of bond commitments is contingent upon the continued favorable financial performance of the potential borrowers, funding of stock commitments is contingent upon their continued favorable financial performance and the funding of mortgage commitments is generally contingent upon the underlying properties


TIAA-CREF Investment Horizon Annuity Prospectus		148

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

meeting specified requirements, including construction, leasing and occupancy. Due to TIAA’s due diligence in closing mortgage commitments, there is a lag between commitment and closing. For other long–term investments, primarily fund investments, there are scheduled capital calls that extend into future years.

Note 9—investment income and capital gains and losses

Net Investment Income:The components of net investment income for the years ended December 31 were as follows (in millions):


	2012			2011			2010
Bonds	$	9,391		$	9,462		$	9,343
Stocks		82			27			96
Mortgage loans		796			810			1,011
Real estate		244			234			244
Derivatives		23			10			22
Other long-term investments		960			775			300
Cash, cash equivalents and short-term investments		3			3			8
Total gross investment income		11,499			11,321			11,024
Less investment expenses		(574	)		(551	)		(566	)
Net investment income before amortization of IMR		10,925			10,770			10,458
Plus amortization of IMR		117			140			76
Net investment income	$	11,042		$	10,910		$	10,534

The total due and accrued income excluded from net income was $1 million each for the years ended December 31, 2012, 2011 and 2010.

Future minimum rental income expected to be received over the next five years under existing real estate leases in effect as of December 31, 2012 (in millions):


	2013		2014		2015		2016		2017		Total
Future rental income	$	113	$	94	$	85	$	73	$	59	$	424

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions and write-downs due to OTTI for the years ended December 31 were as follows (in millions):


	2012			2011			2010
Bonds	$	163		$	422		$	(418	)
Stocks		89			40			57
Mortgage loans		13			28			(240	)
Real estate		68			15			(4	)
Derivatives		(61	)		(236	)		29
Other long-term investments		(122	)		(200	)		(227	)
Cash, cash equivalents and short-term investments		9			(16	)		(3	)
Total before capital gains taxes and transfers to IMR		159			53			(806	)
Transfers to IMR		(575	)		(497	)		(624	)
Net realized capital losses less capital gains taxes, after transfers to IMR	$	(416	)	$	(444	)	$	(1,430	)


		149		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Write-downs of investments resulting from OTTI, included in the preceding table, were as follows for the years ended December 31 (in millions):


	2012		2011		2010
Other-than-temporary impairments:
Bonds	$	643	$	509	$	1,764
Stocks		52		8		5
Mortgage loans		13		3		326
Real estate		17		2		35
Derivatives		8		—		—
Other long-term investments		129		233		252
Total	$	862	$	755	$	2,382

The Company generally holds its investments until maturity. The Company performs periodic reviews of its portfolio to identify investments which may have deteriorated in credit quality to determine if any are candidates for sale in order to maintain a quality portfolio of investments. Investments which are deemed candidates for sale are continually monitored until sold and carried at the lower of amortized cost or fair value. In accordance with the Company’s valuation and impairment process, the investment will be monitored quarterly for further declines in fair value at which point an OTTI will be recorded until actual disposal of the investment.

Proceeds from sales of long-term bond investments during 2012, 2011 and 2010 were $11,211 million, $8,011 million and $19,587 million, respectively. Gross gains of $917 million, $973 million and $1,416 million and gross losses, excluding impairments considered to be other-than-temporary of $155 million, $42 million and $71 million were realized during 2012, 2011 and 2010, respectively.

The Company has no contractual commitments to extend credit to debtors owning receivables whose terms have been modified in troubled debt restructurings.

Wash Sales: The Company does not engage in the practice of wash sales, however, in isolated cases in the course of asset management activities, a security may be sold and repurchased in whole or in part within thirty days of the sale. There were no NAIC 3 – 6 securities sold and reacquired within 30 days of the sale date during the years ended December 31, 2012 and 2010.

The details by NAIC designation 3 or below securities sold during the year ended December 31, 2011 and reacquired within 30 days of the sale date are (in million):


	Number of Transactions		Book Value of Securities Sold		Cost of Securities Repurchased		Gain (Loss)
NAIC 3		5	$	5	$	5	$	—
NAIC 4		3	$	4	$	4	$	—

Unrealized Capital Gains and Losses: The net changes in unrealized capital gains (losses) in investments, resulting in a net increase (decrease) in the carrying value of investments for the years ended December 31 were as follows (in millions):


	2012			2011			2010
Bonds	$	172		$	(21	)	$	(428	)
Stocks		18			99			344
Mortgage loans		(13	)		(36	)		11
Derivatives		(109	)		210			134
Other long-term investments		422			138			1,300
Total	$	490		$	390		$	1,361


TIAA-CREF Investment Horizon Annuity Prospectus		150

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 10—securitizations

When the Company sells bonds and mortgages in a securitization transaction, it may retain interest-only strips, one or more subordinated tranches, residual interest, or servicing rights, all of which are retained interests in the securitized receivables. The Company’s ownership of the related retained interests may be held directly by the Company or indirectly through an investment subsidiary. The retained interests are associated with Special Purpose Entities (“SPEs”) that issue equity and debt which is non-recourse to the Company. Fair value used to determine gain or loss on a securitization transaction is based on quoted market prices, if available; however, quotes are generally not available for retained interests, so the Company either obtains an estimated fair value from an independent pricing service or estimates fair value internally based on the present value of future expected cash flows using management’s best estimates of future credit losses, forward yield curves, and discount rates that are commensurate with the risks involved.

The Company has not initiated any securitization transactions in which it sold assets held on its balance sheet into SPEs during 2012 or 2011. Teachers Advisors, Inc. (“Advisors”), an indirect subsidiary of TIAA, provides investment advisory services for most assets previously securitized by the Company.

The following sensitivity analysis represents changes in the fair value of the securitized assets. The following table as of December 31, 2012 summarizes the Company’s retained interests in securitized financial assets from transactions originated since 2001 (in millions):


							Sensitivity Analysis of Adverse Changes in Key Assumptions
Issue Year	Type of Collateral	Carrying Value		Estimated Fair Value			10% Adverse			20% Adverse
2001	Bonds	$	30	$	35	(a)	$	—		$	—
2007	Mortgages		23		18	(b)		(2	)		(3	)
	Total	$	53	$	53		$	(2	)	$	(3	)

The key assumptions applied to both the fair values and sensitivity analysis of the retained interests on December 31, 2012 was as follows:

The retained interests securitized in 2001 were valued using an independent third-party pricing service. The third-party pricing levels imply yield rates ranging from 3.95% to 6.61%. To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rate.

The retained interests securitized in 2007 were valued using an independent third-party pricing service. The third-party pricing levels implied yields for the securities ranging from 8.40% to 27.52%. To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rates.

Note that the sensitivity analysis above does not give effect to any offsetting benefits of financial instruments which may hedge the risks inherent to these financial interests. Additionally, changes in particular assumptions, such as discount rates, may in practice change other valuation assumptions which may magnify or counteract the effect of these disclosed sensitivities.

Note 11—disclosures about fair value of financial instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or fair value.


		151		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following table provides information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2012 (in millions):


	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Assets:
Bonds	$	193,191	$	173,954	$	73	$	177,418	$	15,700	$	—
Common Stock		1,178		1,178		619		—		559		—
Preferred Stock		51		38		13		24		14		—
Mortgage Loans		14,228		12,956		—		—		14,228		—
Derivatives		123		96		—		104		19		—
Contract Loans		1,358		1,358		—		—		1,358		—
Separate Accounts		18,425		18,420		4,591		2,707		11,127		—
Cash, Cash Equivalents and Short-Term Investments		1,681		1,681		1,126		37		518		—
Total	$	230,235	$	209,681	$	6,422	$	180,290	$	43,523	$	—


	Aggregate Fair Value		Liabilities		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Liabilities
Deposit-type contracts	$	765	$	765	$	—	$	—	$	765	$	—
Separate account		18,067		18,067		—		—		18,067		—
Derivatives		372		346		—		372		—		—
Total	$	19,204	$	19,178	$	—	$	372	$	18,832	$	—


TIAA-CREF Investment Horizon Annuity Prospectus		152

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following table provided information about the aggregate fair value for all financial instruments and the level within the fair value hierarchy at December 31, 2011 (in millions):


	Aggregate Fair Value		Admitted Assets		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Assets:
Bonds	$	184,084	$	167,931	$	—	$	165,230	$	18,854	$	—
Common Stock		1,144		1,144		690		83		371		—
Preferred Stock		80		82		25		20		35		—
Mortgage Loans		14,239		13,133		—		—		14,239		—
Derivatives		228		185		—		222		6		—
Contract Loans		1,316		1,316		—		—		1,316		—
Separate Accounts		16,019		16,019		3,197		2,897		9,925		—
Cash, Cash Equivalents and Short-Term Investments		597		597		422		175		—		—
Total	$	217,707	$	200,407	$	4,334	$	168,627	$	44,746	$	—


	Aggregate Fair Value		Liabilities		Level 1		Level 2		Level 3		Not Practicable (Carrying Value)
Liabilities:
Deposit-type contracts	$	694	$	694	$	—	$	—	$	694	$	—
Separate account		14,824		14,824		—		—		14,824		—
Derivatives		361		326		—		361		—		—
Total	$	15,879	$	15,844	$	—	$	361	$	15,518	$	—

ASSETS AND LIABILITIES MEASURED AND REPORTED AT FAIR VALUE

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

Level 2—Other than quoted prices within Level 1 inputs are observable for the asset or liability, either directly or indirectly.


		153		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Level 2 inputs include:

•

Quoted prices for similar assets or liabilities in active markets,

•

Quoted prices for identical or similar assets or liabilities in markets that are not active,

•

Inputs other than quoted prices that are observable for the asset or liability,

•

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Inputs are unobservable inputs for the asset or liability supported by little or no market activity. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company’s data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

Considerable judgment is required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could have realized in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following table provides information about the Company’s financial assets and liabilities measured and reported at fair value as of December 31 (in millions):


	2012
	Level 1		Level 2			Level 3		Total
Assets at fair value:
Bonds
Industrial and Miscellaneous	$	—	$	23		$	322	$	345
Total Bonds	$	—	$	23		$	322	$	345
Common Stock
Industrial and Miscellaneous	$	619	$	—		$	559	$	1,178
Total Common Stocks	$	619	$	—		$	559	$	1,178
Total Preferred Stocks	$	—	$	—		$	8	$	8
Derivatives:
Foreign Exchange Contracts	$	—	$	56		$	—	$	56
Interest Rate Contracts		—		31			—		31
Credit Default Swaps		—		2			—		2
Total Derivatives	$	—	$	89		$	—	$	89
Separate Accounts assets, net	$	4,584	$	2,570		$	11,122	$	18,276
Total assets at fair value	$	5,203	$	2,682		$	12,011	$	19,896

Liabilities at fair value:
Derivatives
Foreign Exchange Contracts	$	—	$	(198	)	$	—	$	(198	)
Credit Default Swaps		—		(44	)		—		(44	)
Total liabilities at fair value	$	—	$	(242	)	$	—	$	(242	)


TIAA-CREF Investment Horizon Annuity Prospectus		154

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	2011
	Level 1		Level 2			Level 3		Total
Assets at fair value:
Bonds
Industrial and Miscellaneous	$	—	$	—		$	457	$	457
Total Bonds	$	—	$	—		$	457	$	457
Common Stock
Industrial and Miscellaneous	$	690	$	83		$	371	$	1,144
Total Common Stocks	$	690	$	83		$	371	$	1,144
Total Preferred Stocks	$	—	$	—		$	1	$	1
Derivatives:
Foreign Exchange Contracts	$	—	$	113		$	—	$	113
Interest Rate Contracts		—		33			—		33
Credit Default Swaps		—		28			—		28
Total Derivatives	$	—	$	174		$	—	$	174
Separate Accounts assets, net	$	3,197	$	2,897		$	9,925	$	16,019
Total assets at fair value	$	3,887	$	3,154		$	10,754	$	17,795

Liabilities at fair value:
Derivatives
Foreign Exchange Contracts	$	—	$	(154	)	$	—	$	(154	)
Credit Default Swaps		—		(33	)		—		(33	)
Total liabilities at fair value	$	—	$	(187	)	$	—	$	(187	)

Level 1 financial instruments

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Common stock and separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies and exchange listed equities and public real estate investment trusts.

Level 2 financial instruments

Bonds included in Level 2 are valued principally by third party pricing services using market observable inputs. Because most bonds do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates. Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Additionally, for loan-backed and structured securities, valuation is based primarily on market inputs including benchmark yields, expected prepayment speeds, loss severity, delinquency rates, weighted average coupon, weighted average maturity and issuance specific information. Issuance specific information includes collateral type, payment terms of underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans.

Common stocks included in Level 2 include those which are traded in an inactive market or for which prices for identical securities are not available. Valuations are based principally on observable inputs including quoted prices in markets that are not considered active.

Derivative assets and liabilities classified in Level 2 represent over-the-counter instruments that include, but are not limited to, fair value hedges using foreign currency swaps, foreign currency forwards, interest rate


		155		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

swaps and credit default swaps. Fair values for these instruments are determined internally using market observable inputs that include, but are not limited to, forward currency rates, interest rates, credit default rates and published observable market indices.

Separate account assets in Level 2 consist principally of short term government agency notes and commercial paper.

Level 3 financial instruments

Valuation techniques for bonds included in Level 3 are generally the same as those described in Level 2 except the techniques utilize inputs that are not readily observable in the market, including illiquidity premiums and spread adjustments to reflect industry trends or specific credit-related issues. The Company assesses the significance of unobservable inputs for each security and classifies that security in Level 3 as a result of the significance of unobservable inputs.

Estimated fair value for privately traded equity securities are principally determined using valuation and discounted cash flow models that require a substantial level of judgment.

Separate account assets classified as Level 3 primarily include directly owned real estate properties, real estate joint ventures and real estate limited partnerships. Directly owned real estate properties are valued on a quarterly basis based on independent third party appraisals. Real estate joint venture interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable and other factors such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Real estate limited partnership interests are valued based on the most recent net asset value of the partnership.

Transfers between Level 1 and Level 2

Periodically, the Company has transfers between Level 1 and Level 2 due to the availability of quoted prices for identical assets in active markets at the measurement date. The Company’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer.

There were no transfers of common stock between Level 1 and Level 2 during 2012.

During 2011, the Company transferred $79 million of common stock from Level 2 to Level 1 and $28 million from Level 1 to Level 2 due to changes in the availability of quoted prices in active markets for identical assets at the quarterly measurement dates throughout the year.

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured and reported at fair value using Level 3 inputs at December 31, 2012 (in millions):


	Beginning Balance at 1/1/2012		Transfers into Level 3			Transfers out of Level 3			Total gains (losses) included in Net Income			Total gains (losses) included in Surplus		Purchases		Issuances		Sales			Settlements			Ending Balance at 12/31/2012
Bonds	$	457	$	207	^a	$	(353	)^b	$	(52	)	$	49	$	28	$	—	$	(6	)	$	(8	)	$	322
Common Stock		371		154	^c		(68	)^d		(36	)		129		9		—		—			—			559
Preferred Stock		1		9	^e		—			(2	)		—		—		—		—			—			8
Separate Account		9,925		—			—			(116	)		965		1,378		—		(685	)		(345	)		11,122
Total	$	10,754	$	370		$	(421	)	$	(206	)	$	1,143	$	1,415	$	—	$	(691	)	$	(353	)	$	12,011

The Company transferred bonds which were not previously measured and reported at fair value into Level 3 primarily due to the Securities Valuation Office (“SVO”) valuation process related to Loan-Backed and Structured Securities. The pricing information used in the valuation of these securities was not readily observable in the market.


TIAA-CREF Investment Horizon Annuity Prospectus		156

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

b	The Company transferred bonds out of Level 3 that were not measured and reported at fair value as of December 31, 2012.

c	The Company transferred common stocks into Level 3 due the significance of unobservable market data used in the valuation of these securities.

d	The Company transferred common stocks out of Level 3 due to the availability of observable or corroborated by market data at fair value as of December 31, 2012.

e	The Company transferred preferred stocks into Level 3 which were not previously measured and reported at fair value primarily due to the decrease in NAIC rating to 4, 5 or 6.

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured and reported at fair value using Level 3 inputs at December 31, 2011 (in millions):


	Beginning Balance at 1/1/2011		Transfers into Level 3			Transfers out of Level 3			Total gains (losses) included in Net Income			Total gains (losses) included in Surplus		Purchases		Issuances		Sales			Settlements			Ending Balance at 12/31/2011
Bonds	$	514	$	327	^a	$	(367	)^b	$	(15	)	$	18	$	18	$	—	$	(24	)	$	(14	)	$	457
Common Stock		256		126	^c		(68	)^d		—			28		29		—		—			—			371
Preferred Stock		9		1	^e		(9	)^d		—			—		—		—		—			—			1
Separate Account		8,031		—			—			—			1,047		1,128		—		(336	)		55			9,925
Total	$	8,810	$	454		$	(444	)	$	(15	)	$	1,093	$	1,175	$	—	$	(360	)	$	41		$	10,754

b	The Company transferred bonds out of Level 3 that were not measured and reported at fair value as of December 31, 2011.

c	The Company transferred common stocks into Level 3 due the significance of unobservable market data used in the valuation of these securities.

d	The Company transferred common and preferred stocks out of Level 3 due to the availability of observable or corroborated by market data and not measured and reported at fair value as of December 31, 2011.

e	The Company transferred preferred stocks into Level 3 which were not previously measured and reported at fair value primarily due to the decrease in NAIC rating to 4, 5 or 6.

The Company’s policy is to recognize transfers into and out of Level 3 at the actual date of the event or change in circumstances that caused the transfer.

CHARACTERISTICS OF ITEMS BEING MEASURED FOR LEVEL 2 AND LEVEL 3:

BONDS LEVEL 2 AND LEVEL 3:

As of December 31, 2012, the reported fair value of bonds in Levels 2 and Level 3 was $ 345 million, representing 80 individual bonds. The bonds are carried at fair value due to being rated NAIC 6.

The 80 bonds reported at fair value are all categorized as loan-backed and structured securities. Of the loan-backed and structured securities reported at fair value, 52 bonds with a fair value of $273 million are collateralized by commercial mortgage loans, 26 bonds with a fair value of $ 48 million are collateralized by residential mortgage loans, and 2 bonds with a fair value of $24 million are collateralized by other collateral. The loan-backed and structured securities reported at fair value have a weighted average coupon of 5.33%.

As of December 31, 2011, the reported fair value of bonds in Level 3 was $457 million, representing 114 individual bonds. The bonds are carried at fair value due to being rated NAIC 6.

Of the 114 bonds reported at fair value, 107 bonds are loan-backed and structured securities with a fair value of $457 million. Of the loan-backed and structured securities reported at fair value, 59 bonds with a fair value of $284 million are collateralized by commercial mortgage loans, 47 bonds with a fair value of $154 million


		157		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

are collateralized by residential mortgage loans, and 1 bond with a fair value of $19 million is collateralized by other collateral. The loan-backed and structured securities reported at fair value have a weighted average coupon of 5.38%. The remaining 7 bonds are issuer obligations with a fair value less than $1 million collectively and have a weighted average coupon of 5.90%.

COMMON STOCKS LEVELS 2 AND LEVELS 3:

As of December 31, 2012, the reported fair value of common stocks in Level 2 and Level 3 was $559 million representing 16 individual common stocks. Common stocks are carried at fair value in accordance with SSAP No. 30.

Of the 16 common stocks, 15 common stocks with a fair value of $559 million were reported in Level 3. 10 common stocks with a fair value of $277 million have a pricing method where the price per share is determined by the reporting entity; and 5 common stocks with a fair value of $282 million have a pricing method where the unit price is published by the NAIC Securities Valuation Office.

As of December 31, 2011, the reported fair value of common stocks in Level 2 and Level 3 was $454 million representing 18 individual common stocks. Common stocks are carried at fair value in accordance with SSAP No. 30.

Of the 18 common stocks, 4 common stocks with a fair value of $83 million were in Level 2 and 14 common stocks with a fair value of $371 million were reported in Level 3. 4 common stocks with a fair value of $104 million have a pricing method where the price per share is determined by the reporting entity and 12 common stocks with a fair value of $350 million have a pricing method where the unit price is published by the NAIC Securities Valuation Office. The remaining 2 common stocks with a fair value less than $1 million have a pricing method where the unit price is published by the NAIC Securities Valuation Office.

PREFERRED STOCKS LEVEL 3:

As of December 31, 2012, the reported fair value of preferred stocks in Level 3 was $8 million, representing 2 individual preferred stocks. 1 preferred stock with a fair value of $ 4 million has a pricing method where the price per share is determined by the reporting entity; and 1 preferred stock with a fair value of $4 million has a pricing method where the unit price is published by the NAIC Securities Valuation Office. In accordance with SSAP No. 32, redeemable preferred stocks and perpetual preferred stocks that are NAIC designated RP4-RP6 and P4 to P6 are reported at the lower of book value or fair value.

As of December 31, 2011, the reported fair value of preferred stocks in Level 3 was $1 million, representing 3 individual perpetual preferred stocks priced internally. In accordance with SSAP No. 32, redeemable preferred stocks and perpetual preferred stocks that are NAIC designated 4 through 6 are reported at the lower of book value or fair value.


TIAA-CREF Investment Horizon Annuity Prospectus		158

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS

The following table provides quantitative information on significant unobservable inputs (Level 3) used in the fair value measurement of assets that are measured and reported at fair value at December 31, 2012 (in millions):

Financial Instrument

Fair
Value

Valuation
Techniques

Significant Unobservable
Inputs

Range of
Inputs

Weighted
Average

Fixed Maturity Bonds:

RMBS

Discounted Cash Flow

Discount Rate

4.1% – 20.0%

11.7%

Market Comparable

Credit Analysis/Market Comparable

$95.00

CMBS

251

Discounted Cash Flow

Discount Rate

6.2% – 213.7%

31.4%

ABS

Market Comparable

Credit Analysis/Market Comparable

$0.00 – $95.57

$95.57

Equity Securities:

Common Stock

559

Equity Method

Book Value Multiple

0.00x – 3.26x

1.43x

Market Comparable

EBITDA

5.60x – 12.00x

9.99x

Book Value Multiple

0.44x – 1.00x

0.58x

Preferred Stock

Equity Method

Book Value Multiple

0.94x

Recent Offering

Book Value Multiple

0.93x

Separate Account Assets:

Real Estate Properties and Real Estate Joint Ventures

13,065

Office Properties

Income Approach—Discounted cash flow

Discount Rate

6.5% – 9.8%

7.4%

Terminal Capitalization Rate

5.5% – 8.5%

6.3%

Income Approach—Direct Capitalization

Overall Capitalization Rate

4.5% – 8.5%

5.7%

Industrial Properties

Income Approach—Discounted cash flow

Discount Rate

6.5% – 9.8%

7.7%

Terminal Capitalization Rate

5.5% – 8.3%

6.5%

Income Approach—Direct Capitalization

Overall Capitalization Rate

5.0% – 8.0%

5.9%

Residential Properties

Income Approach—Discounted cash flow

Discount Rate

5.8% – 8.0%

6.7%

Terminal Capitalization Rate

4.3% – 6.3%

5.0%

Income Approach—Direct Capitalization

Overall Capitalization Rate

3.8% – 5.6%

4.4%

Retail Properties

Income Approach—Discounted cash flow

Discount Rate

6.5% – 11.3%

7.8%

Terminal Capitalization Rate

5.8% – 11.0%

6.6%

Income Approach—Direct Capitalization

Overall Capitalization Rate

4.5% – 10.8%

6.0%

Separate account real estate assets include the values of the related mortgage loans payable in the table below.

Financial Instrument

Fair
Value

Valuation
Techniques

Significant Unobservable
Inputs

Range of
Inputs

Weighted
Average

Mortgage Loans Payable

$(2,283

)

Office and Industrial Properties

Discounted cash flow

Loan to Value Ratio

36.0% – 67.0%

51.2%

Equivalency Rate

2.5% – 3.0%

2.7%

Net Present Value

Loan to Value Ratio

36.0% – 67.0%

51.2%

Weighted Average Cost of Capital Risk Premiums

1.0% – 3.2%

1.7%

Residential Properties

Discounted cash flow

Loan to Value Ratio

37.0% – 60.0%

49.2%

Equivalency Rate

2.3% – 3.9%

3.0%

Net Present Value

Loan to Value Ratio

37.0% – 60.0%

49.2%

Weighted Average Cost of Capital Risk Premiums

1.0% – 2.3%

1.5%

Retail Properties

Discounted cash flow

Loan to Value Ratio

31.0% – 153.0%

62.6%

Equivalency Rate

2.6% – 7.1%

4.1%

Net Present Value

Loan to Value Ratio

31.0% – 153.0%

62.6%

Weighted Average Cost of Capital Risk Premiums

0.7% – 14.2%

4.1%

Limited Partnerships

340

Relative Value

Estimated Net Asset Value (NAV)

0.0% – 7.2%

1.0%


		159		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

ADDITIONAL QUALITATIVE INFORMATION ON FAIR VALUATION PROCESS

The Company has various processes and controls in place to ensure that fair value is reasonably estimated. The Risk Management Valuation group, which reports to the Chief Credit Risk Officer, sets the valuation policies for fixed income and equity securities and is responsible for the determination of fair value.

Risk Management Valuation (1) compares price changes between periods to current market conditions, (2) compares trade prices of securities to fair value estimates, (3) compares prices from multiple pricing sources, and (4) performs ongoing vendor due diligence to confirm that independent pricing services use market-based parameters for valuation. Internal and vendor valuation methodologies are reviewed on an ongoing basis and revised as necessary based on changing market conditions to ensure values represent a reasonable exit price.

Markets in which the Company’s fixed income securities trade are monitored by surveying the Company’s traders. Risk Management Valuation determines if liquidity is active enough to support a Level 2 classification. Use of independent non-binding broker quotations may indicate a lack of liquidity or the general lack of transparency in the process to develop these price estimates, causing them to be considered Level 3.

Level 3 equity investments generally include private equity co-investments along with general and limited partnership interests. Values are derived by the general partners. The partners generally fair value these instruments based on projected net earnings, earnings before interest, taxes depreciation and amortization, discounted cash flow, public or private market transactions, or valuations of comparable companies. When using market comparables, certain adjustments may be taken for differences between the reference comparable and the investment, such as liquidity. Investments may also be valued at cost for a period of time after an acquisition, as the best indication of fair value.

With respect to real property investments in the TIAA’s Real Estate Account, each property is appraised, and each mortgage loan is valued, at least once every calendar quarter. Each property is appraised by an independent, external appraiser whose appraisals are reviewed by the Company’s internal appraisal staff and by the Real Estate Account’s independent fiduciary. Any differences in the conclusions of the Company’s internal appraisal staff and the independent appraiser are reviewed by the independent fiduciary, who will make a final determination. The independent fiduciary was appointed by a special subcommittee of the Investment Committee of TIAA Board of Trustees to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Real Estate Account.

Mortgage loans payable are valued internally by Company’s internal valuation department, and reviewed by the Real Estate Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for mortgage loans of similar characteristics, the maturity date of the loan, the return demands of the market, and the credit quality of the Real Estate Account.

Note 12—Eurozone exposure

The Company’s investment portfolio includes direct investment exposure to the Eurozone region. The Eurozone region consists of 17 member countries from within the European Union that have adopted the euro as their common currency and sole legal tender. The Eurozone countries are Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain. The Company has direct investment exposure to a group of peripheral countries within the Eurozone facing significant economic and fiscal strains, which includes Greece, Italy, Ireland, Portugal and Spain (collectively “GIIPS”). Specific country exposure is determined based on the security issuer’s country of incorporation.


TIAA-CREF Investment Horizon Annuity Prospectus		160

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following tables set forth the composition of the Company’s direct sovereign and non-sovereign exposure to the GIIPS countries, by country of incorporation, attributable to TIAA’s general account, as of December 31, 2012 and 2011 (in millions):


	2012
	Sovereign Exposure				Non-Sovereign Exposure
	Statement Value		Fair Value		Statement Value		Fair Value
Ireland
Bonds	$	—	$	—	$	240	$	281
Stocks		—		—		14		14
Total	$	—	$	—	$	254	$	295
Italy
Bonds	$	25	$	29	$	27	$	29
Total	$	25	$	29	$	27	$	29
Spain
Bonds	$	38	$	42	$	241	$	259
Total	$	38	$	42	$	241	$	259
Grand Total	$	63	$	71	$	522	$	583


	2011
	Sovereign Exposure				Non-Sovereign Exposure
	Statement Value		Fair Value		Statement Value		Fair Value
Portugal
Bonds	$	—	$	—	$	114	$	115
Total	$	—	$	—	$	114	$	115
Ireland
Bonds	$	—	$	—	$	205	$	196
Stocks		—		—		6		6
Total	$	—	$	—	$	211	$	202
Italy
Bonds	$	—	$	—	$	26	$	21
Total	$	—	$	—	$	26	$	21
Spain
Bonds	$	—	$	—	$	269	$	266
Total	$	—	$	—	$	269	$	266
Grand Total	$	—	$	—	$	620	$	604

The Company has no direct non-sovereign exposure to Greece or Portugal as of December 31, 2012. The Company has no direct non-sovereign exposure to Greece as of December 31, 2011. The Company has 16% and 13% of total direct non-sovereign exposure related to financial institutions within the GIIPS countries as of December 31, 2012 and 2011, respectively.

The Company has no gross unfunded commitments for investments in the GIIPS countries as of December 31, 2012 and 2011.

At December 31, 2012 and 2011, investment grade holdings (NAIC 1 and 2) made up 100% and 97% of GIIPS countries’ investments, respectively. The Company’s investments in the GIIPS countries are subject to the Company’s OTTI evaluation process.


		161		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company is not liable for any credit default protection underwritten for sovereign debt issued by the GIIPS countries as of December 31, 2012 and 2011.

Note 13—derivative financial instruments

The Company uses derivative instruments for economic hedging, income generation, and asset replication purposes. TIAA does not engage in derivative financial instrument transactions for speculative purposes. The Company enters into derivatives directly with counterparties of high credit quality (i.e., rated A-/A3 or better at the date of a transaction) and monitors counterparty credit quality on an ongoing basis. TIAA’s counterparty credit risk is limited to the net positive fair value of its derivative positions for each individual counterparty, unless otherwise described below. Effective January 1, 2003 TIAA adopted SSAP 86, “Accounting for Derivative Instruments and Hedging Activities,” and has applied this statement to all derivative transactions entered into or modified on or after that date. The NAIC has also adopted disclosure requirements included within Accounting Standards Codification 815, “Derivatives and Hedging” (“ASC 815”) and Accounting Standards Codification 460, “Guarantees” (“ASC 460”), for annual audited statements in accordance with guidelines provided by the Statutory Accounting Principles Working Group. Additional information related to derivatives may also be found in Note 11, Disclosures about Fair Value of Financial Instruments.

Collateral: The Company currently has International Swaps and Derivatives Association (“ISDA”) master swap agreements in place with each of its seventeen counterparties to a derivative transaction. In addition to the ISDA agreement, Credit Support Annexes (“CSA”), which are bilateral collateral agreements, have been put in place with thirteen derivative counterparties. The CSA’s allow TIAA’s exposure to a counterparty to be collateralized by the posting of cash or highly liquid U.S. government securities. As of December 31, 2012, TIAA held cash collateral of $22 million from its counterparties. TIAA must also post collateral to the extent its net position with a given counterparty is at a loss relative to the counterparty. As of December 31, 2012, the Company pledged cash collateral of $78 million and securities collateral of $15 million to its counterparties.

Contingent Features: Certain of the Company’s master swap agreements governing its derivative instruments contain provisions that require the Company to maintain a minimum credit rating from two of the major credit rating agencies. If the Company’s credit rating were to fall below the specified minimum, each of the counterparties to agreements with such requirements could terminate all outstanding derivative transactions between such counterparty and the Company. The termination would require immediate payment of amounts expected to approximate the net liability positions of such transactions with such counterparty. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on December 31, 2012 is $247 million for which the Company has posted collateral of $78 million in the normal course of business.

Foreign Currency Swap Contracts: TIAA enters into foreign currency swap contracts to exchange fixed and variable amounts of foreign currency at specified future dates and at specified rates (in U.S. dollars) as a cash flow hedge to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The changes in the carrying value of foreign currency exchange rates are recognized as unrealized gains or losses. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss as of December 31, 2012, from foreign currency swap contracts that do not qualify for hedge accounting treatment was $81 million. The net realized loss for the year ended December 31, 2012, from all foreign currency swap contracts was $77 million.

Foreign Currency Forward Contracts: TIAA enters into foreign currency forward contracts to exchange foreign currency at specified future dates and at specified rates (in U.S. dollars) to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The changes in the value of the contracts


TIAA-CREF Investment Horizon Annuity Prospectus		162

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

related to foreign currency exchange rates are recognized as unrealized gains or losses. A foreign exchange premium or (discount) is recorded at the time a contract is opened, based on the difference between the forward exchange rate and the spot rate. The Company amortizes the foreign exchange premium/(discount) into investment income over the life of the forward contract or at the settlement date, if the forward contract is less than a year. The net unrealized loss for the year ended December 31, 2012, from foreign currency forward contracts that do not qualify for hedge accounting treatment was $12 million. The net realized gain for the year ended December 31, 2012, from all foreign currency forward contracts was $7 million.

Interest Rate Swap Contracts: The Company enters into interest rate swap contracts to hedge against the effect of interest rate fluctuations on certain variable interest rate bonds. These contracts allow the Company to lock in a fixed interest rate and to transfer the risk of higher or lower interest rates. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date. Net payments received and net payments made or accrued under interest rate swap contracts are included in net investment income. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss for the year ended December 31, 2012, from interest rate swap contracts that do not qualify for hedge accounting treatment was $2 million. The net realized gain/(loss) for the year ended December 31, 2012, from all interest rate swap contracts was $0.

Purchased Credit Default Swap Contracts: The Company purchases credit default swaps as protection against unexpected credit events on selective investments in the Company’s portfolio. The premium payment to the counterparty on these contracts is expensed as incurred. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss for the year ended December 31, 2012, from purchased credit default swap contracts that do not qualify for hedge accounting treatment was $36 million. The net realized loss for the year ended December 31, 2012 from all purchased credit default swap contracts was $1 million.

Written Credit Default Swaps used in Replication Transactions: A replication synthetic asset transaction (“RSAT”) is a derivative transaction (the derivative component) established concurrently with another fixed income instrument (the cash component) in order to “replicate” the investment characteristics of another instrument (the reference entity). As part of a strategy to replicate desired credit exposure in conjunction with high-rated host securities, TIAA writes or sells credit default swaps on either single name corporate credits or credit indices and provides credit default protection to the buyer. This type of derivative instrument is traded over-the-counter, and the Company is exposed to market, credit and counterparty risk. The carrying value of credit default swaps used in RSAT’s represents the unamortized premium received/(paid) for selling the default protection. This premium is amortized into investment income over the life of the swap. The Company has negligible counterparty credit risk with the buyer. The net realized gain for the year ended December 31, 2012 from all written credit default swap contracts was $10 million.

Events or circumstances that would require the Company to perform under a written credit derivative position may include, but are not limited to, bankruptcy, failure to pay, debt moratorium, debt repudiation, restructuring of debt and acceleration, or default. The maximum potential amount of future payments (undiscounted) the Company could be required to make under the credit derivative is represented by the notional amount of the contract. Should a credit event occur, the amounts owed to counterparty by the Company may be subject to recovery provisions that include, but are not limited to:

Notional amount payment by the Company to Counterparty and/or delivery of physical security by Counterparty to the Company.


		163		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Notional amount payment by the Company to Counterparty net of contractual recovery fee.

Notional amount payment by the Company to Counterparty net of auction determined recovery fee.

The following table contains information related to replication positions where credit default swaps have been sold by the Company on the Dow Jones North American Investment Grade Series of indexes (DJ.NA.IG). Each index is comprised of 125 of the most liquid investment grade credits domiciled in North America and represent a broad exposure to the investment grade corporate market. The Company has written contracts on the “Super Senior” (60% to 100%) tranche of the Dow Jones North American Investment Grade Index Series 7 and 9 (DJ.NA.IG.7 and DJ.NA.IG.9, respectfully), whereby TIAA is obligated to perform should the default rates of each index exceed 60%. The maximum potential amount of future payments (undiscounted) the Company could be required to make under these positions is represented by the notional amount of the contracts. The Company will record an impairment (realized loss) on a derivative position if an existing condition or set of circumstances indicates there is limited ability to recover an unrealized loss (in millions):


Asset Class	Term	Notional		Average Annual Premium Received	Fair Value		2012 Impairment
DJ Investment Grade Index—Series 7 & 9
Super Senior Tranche 60%–100%	3–5 years	$	2,574	0.24%	$	19	$	—

The following table contains information related to Replication positions where Credit Default Swaps have been sold by the Company on individual debt obligations of corporations and sovereign nations. The maximum potential amount of future payments (undiscounted) the Company could be required to make under these positions is represented by the notional amount. TIAA will record an impairment (realized loss) on a derivative position if an existing condition or set of circumstances indicates there is limited ability to recover an unrealized loss (in millions):


Asset Class	Term		Notional		Average Annual Premium Received	Fair Value		2012 Impairment
Corporate		0–2 years	$	540	1.00%	$	8	$	—
Corporate		2–4 years		191	0.50%		1		—
Corporate		4–9 years		70	2.71%		—		—
Sovereign		0–2 years		140	1.52%		1		—
Sovereign		2–4 years		57	1.00%		1		—
Total			$	998		$	11	$	—


TIAA-CREF Investment Horizon Annuity Prospectus		164

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Information related to the credit quality of replication positions where credit default swaps have been sold by the Company on indexes, individual debt obligations of corporations and sovereign nations appears below. The values are listed in order of their NAIC Credit Designation, with a designation of 1 having the highest credit quality and designations of 4 or below having the lowest credit quality based on the underlying asset referenced by the credit default swap (in millions):


	Reference Entity Asset Class	RSAT Notional Amount		Derivative Component Fair Value			Cash Component Fair Value		RSAT Fair Value
RSAT NAIC Designation
1 Highest Quality	Tranche	$	2,574	$	19		$	3,266	$	3,285
	Corporate		636		8			755		764
	Sovereign		60		1			72		73
	Subtotal		3,270		28			4,093		4,122
2 High Quality	Tranche		—		—			—		—
	Corporate		95		1			119		120
	Sovereign		72		1			85		86
	Subtotal		167		2			204		206
3 Medium Quality	Tranche		—		—			—		—
	Corporate		40		(3	)		57		54
	Sovereign		40		—			48		48
	Subtotal		80		(3	)		105		102
4 Low Quality	Tranche		—		—			—		—
	Corporate		30		3			36		39
	Sovereign		25		—			30		30
	Subtotal		55		3			66		69
Total		$	3,572	$	30		$	4,468	$	4,499

A summary of derivative asset and liability positions by carrying value, held by the Company, including notional amounts, carrying values and estimated fair values, appears below (in millions):


		December 31, 2012								December 31, 2011
		Notional		Carrying Value			Estimated FV			Notional		Carrying Value			Estimated FV
Foreign Currency Swap Contracts	Assets	$	759	$	55		$	56		$	1,536	$	106		$	108
	Liabilities		2,485		(292	)		(322	)		1,305		(275	)		(317	)
	Subtotal		3,244		(237	)		(266	)		2,841		(169	)		(209	)
Foreign Currency Forward Contracts	Assets		93		1			1			167		9			9
	Liabilities		184		(4	)		(4	)		—		—			—
	Subtotal		277		(3	)		(3	)		167		9			9
Interest Rate Swap Contracts	Assets		351		32			32			384		33			33
	Liabilities		—		—			—			—		—			—
	Subtotal		351		32			32			384		33			33
Credit Default Swap Contracts—RSAT	Assets		3,460		6			32			8,081		9			50
	Liabilities		112		(6	)		(2	)		291		(18	)		(11	)
	Subtotal		3,572		—			30			8,372		(9	)		39
Credit Default Swap Contracts (Purchased Default Protection)	Assets		83		2			2			646		28			28
	Liabilities		1,743		(44	)		(44	)		1,316		(33	)		(33	)
	Subtotal		1,826		(42	)		(42	)		1,962		(5	)		(5	)
Total	Assets		4,746		96			123			10,814		185			228
	Liabilities		4,524		(346	)		(372	)		2,912		(326	)		(361	)
	Total	$	9,270	$	(250	)	$	(249	)	$	13,726	$	(141	)	$	(133	)


		165		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company will record an impairment of a derivative position if an existing condition or set of circumstances indicates there is a limited ability to recover an unrealized loss. The Company held $9.3 billion notional amount in derivative positions on December 31, 2012. Cumulative impairments of these positions were $9 million, all of which was recorded in 2012. During 2012 the average fair value of derivatives used for other than hedging purposes, which is the derivative component of RSATs, was $38 million in assets.

The table below illustrates the Fair Values of Derivative Instruments in the Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves. Instruments utilizing hedge accounting treatment are shown asQualifying Hedge Relationships. Hedging instruments that utilize fair value accounting are shown asNon-qualifying Hedge Relationships. Derivatives used in Replication strategies are shown asDerivatives used for other than Hedging Purposes (in millions):


	Fair Value of Derivative Instruments
	Asset Derivatives								Liability Derivatives
	December 31, 2012				December 31, 2011				December 31, 2012					December 31, 2011
Qualifying Hedge Relationships	Balance Sheet Location		Estimated FV		Balance Sheet Location		Estimated FV		Balance Sheet Location		Estimated FV			Balance Sheet Location		Estimated FV
Foreign Currency Swaps		Derivatives	$	1		Derivatives	$	3		Derivatives	$	(128	)		Derivatives	$	(162	)
Total Qualifying Hedge Relationships				1				3				(128	)				(162	)

Non-qualifying Hedge Relationships
Interest Rate Contracts		Derivatives		32		Derivatives		33		Derivatives		—			Derivatives		—
Foreign Currency Swaps		Derivatives		55		Derivatives		105		Derivatives		(194	)		Derivatives		(155	)
Foreign Currency Forwards		Derivatives		1		Derivatives		9		Derivatives		(4	)		Derivatives		—
Purchased Credit Default Swaps		Derivatives		2		Derivatives		28		Derivatives		(44	)		Derivatives		(33	)
Total Non-qualifying Hedge Relationships				90				175				(242	)				(188	)

Derivatives used for other than Hedging Purposes
Written Credit Default Swaps		Derivatives		32		Derivatives		50		Derivatives		(2	)		Derivatives		(11	)
Total Derivatives used for other than Hedging Purposes				32				50				(2	)				(11	)
Total Derivatives			$	123			$	228			$	(372	)			$	(361	)


TIAA-CREF Investment Horizon Annuity Prospectus		166

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The table below illustrates the Effect of Derivative Instruments in the Statements of Operations. Instruments utilizing hedge accounting treatment are shown asQualifying Hedge Relationships. Instruments that utilize fair value accounting are shown asNon-qualifying Hedge Relationships. Derivatives used in Replication strategies are shown asDerivatives used for other than Hedging Purposes (in millions):


	Effect of Derivative Instruments
	December 31, 2012				December 31, 2011
Qualifying Hedge Relationships	Income Statement Location	Realized Gain (Loss)			Income Statement Location	Realized Gain (Loss)
Foreign Currency Swaps	Net Realized Capital Gain (Loss)	$	(36	)	Net Realized Capital Gain (Loss)	$	(56	)
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Net Realized Capital Gain (Loss)		—		Net Realized Capital Gain (Loss)		—
Total Qualifying Hedge Relationships			(36	)			(56	)

Non-qualifying Hedge Relationships
Interest Rate Contracts	Net Realized Capital Gain (Loss)		—		Net Realized Capital Gain (Loss)		—
Foreign Currency Swaps	Net Realized Capital Gain (Loss)		(41	)	Net Realized Capital Gain (Loss)		(49	)
Foreign Currency Forwards	Net Realized Capital Gain (Loss)		7		Net Realized Capital Gain (Loss)		6
Purchased Credit Default Swaps	Net Realized Capital Gain (Loss)		(1	)	Net Realized Capital Gain (Loss)		—
Interest Rate Futures Contracts	Net Realized Capital Gain (Loss)		—		Net Realized Capital Gain (Loss)		(167	)
Total Non-qualifying Hedge Relationships			(35	)			(210	)

Derivatives used for other than Hedging Purposes
Written Credit Default Swaps	Net Realized Capital Gain (Loss)		10		Net Realized Capital Gain (Loss)		17
Equity Contracts	Net Realized Capital Gain (Loss)		—		Net Realized Capital Gain (Loss)		13
Total Derivatives used for other than Hedging Purposes	Net Realized Capital Gain (Loss)		10		Net Realized Capital Gain (Loss)		30
Total Derivatives		$	(61	)		$	(236	)

Note 14—separate accounts

The TIAA Separate Account VA-1 (“VA-1”) is a segregated investment account and was established on February 16, 1994 under the insurance laws of the State of New York for the purpose of issuing and funding non-pension (after-tax) variable annuity contracts for employees of non-profit institutions organized in the United States, including governmental institutions. VA-1 was registered with the Securities and Exchange Commission, (the “Commission”) effective November 1, 1994 as an open-end, diversified management investment company under the Investment Company Act of 1940. VA-1 consists of a single investment portfolio, the Stock Index Account (“SIA”). The SIA was established on October 3, 1994 and invests in a diversified portfolio of equity securities selected to track the overall market for common stocks publicly traded in the United States.


		167		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The TIAA Real Estate Account (“REA”) is a segregated investment account and was organized on February 22, 1995 under the insurance laws of the State of New York for the purpose of providing an investment option to the Company’s pension customers to direct investments to an investment vehicle that invests primarily in real estate. REA was registered with the Commission under the Securities Act of 1933 effective October 2, 1995. REA’s target is to invest between 75% and 85% of its assets directly in real estate or in real estate-related investments, with the remainder of its assets invested in publicly-traded securities and other instruments that are easily converted to cash to maintain adequate liquidity.

The TIAA Separate Account VA-3 (“VA-3”) is a segregated investment account and was organized on May 17, 2006 under the laws of the State of New York for the purposes of funding individual and group variable annuities for retirement plans of employees of colleges, universities, other educational and research organizations, and other governmental and non-profit institutions. VA-3 was registered with the Commission as an investment company under the Investment Company Act of 1940, effective September 29, 2006, and operates as a unit investment trust.

The TIAA Stable Value is an insulated, non-unitized separate account and was established on April, 2010 qualifying under New York Insurance Law 4240(a)(5)(ii). The Separate Account supports a flexible premium group deferred fixed annuity contract that is intended initially to be offered to employer sponsored retirement plans.

In accordance with the domiciliary state procedures for approving items within the separate accounts, the separate accounts classification of the following items are supported by a specific state statute:


Product Identification	Product Classification	State Statute Reference
TIAA Separate Account VA-1	Variable Annuity	Section 4240 of the New York Insurance Law
TIAA Separate Account VA-3	Variable Annuity	Section 4240 of the New York Insurance Law
TIAA Real Estate Account	Variable Annuity	Section 4240 of the New York Insurance Law
TIAA Stable Value	Group Deferred Fixed Annuity	Section 4240(a)(5)(ii) of the New York Insurance Law

The legal insulation of the separate account assets prevents such assets from being generally available to satisfy claims resulting from the general account.

As of December 31, 2012 and 2011, the Company’s separate account statement included legally insulated assets of $18,420 million and $16,019 million, respectively. The assets legally insulated from the general account as of December 31, 2012 are attributed to the following products (in millions):


Product	Legally Insulated Assets		Separate Account Assets (Not Legally Insulated)
TIAA Separate Account VA-1	$	770	$	—
TIAA Separate Account VA-3		2,482		—
TIAA Real Estate Account		15,024		—
TIAA Stable Value		144		—
Total	$	18,420	$	—

In accordance with the products recorded within the separate account, some separate account liabilities are guaranteed by the general account. (In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policy holder proceeds will be remitted by the general account.)


TIAA-CREF Investment Horizon Annuity Prospectus		168

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

As of December 31, 2012, the general account of the Company had a maximum guaranteed minimum death benefit for separate account liabilities of $0.7 million. The amount paid for risk charges is not explicit, but rather embedded within the mortality and expense charge.

For the year ended December 31, 2012, the general account of the Company had paid (received) $0.4 million towards separate account guarantees. The total separate account guarantees paid (received) by the general account for the preceding five years ending at December 31, are as follows (in millions):


2011	$	0.1
2010	$	0.5
2009	$	2.1
2008	$	3.4
2007	$	3.0

The General Account provides the Real Estate Separate Account with a liquidity guarantee to ensure it has funds available to meet participant transfer or cash withdrawal requests. If the Real Estate Separate Account cannot fund participant requests, the General Account will fund them by purchasing accumulation units in the Real Estate Separate Account. Under this agreement, the Company guarantees that participants will be able to redeem their accumulation units at their accumulation unit value next determined after the transfer or withdrawal request is received in good order. To compensate the general account for the risk taken, the separate account paid liquidity charges as follows for the past five (5) years (in millions):


2012	$	31.4
2011	$	23.7
2010	$	13.1
2009	$	12.1
2008	$	19.7

The table below shows amounts that the TIAA general account has paid towards the separate account liquidity guarantees and thus purchased units in the Real Estate Separate Account for the past five (5) years (in millions):


2012	$	—
2011	$	—
2010	$	—
2009	$	1,058.7
2008	$	155.6

During 2012 there was $940 million of units redeemed by the Real Estate Separate Account. The remaining $321 million of accumulation units have been redeemed in the first quarter of 2013.

The Company engages in securities lending transactions through its VA-1 Separate Account.

As of December 31, 2012, the Separate Account had loaned securities of $15.9 million and collateral of $16.1 million.

The Company’s Separate Account may lend securities to qualified institutional borrowers to earn additional income. The Separate Account receives collateral (in the form of cash, Treasury securities, or other collateral permitted by applicable law) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of loaned securities during the period of the loan. Cash collateral received by the Separate Account will generally be invested in high quality short-term instruments, or in one or more funds


		169		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

maintained by the securities lending agent for the purpose of investing cash collateral. The Separate Account bears the market risk with respect to the collateral investment, securities loaned, and the risk that the counterparty may default on its obligations.

The Company’s General Account does not currently engage in securities lending transactions.

Additional information regarding separate accounts of the Company is as follows for the years ended December 31, (in millions):


	2012
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations		$92		$—	$	2,545	$	2,637
Reserves
For accounts with assets at:
Fair value		$—		$—	$	17,777	$	17,777
Amortized cost		113		—		—		113
Total reserves		$113		$—	$	17,777	$	17,890

By withdrawal characteristics:
Subject to discretionary withdrawal	$	7	$	—	$	—	$	7
At fair value		—		—		17,777		17,777
Not subject to discretionary withdrawal		106		—		—		106
Total reserves	$	113	$	—	$	17,777	$	17,890


	2011
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations		$38		$—	$	2,655	$	2,693
Reserves
For accounts with assets at:
Fair value		$—		$—	$	14,615	$	14,615
Amortized cost		67		—		—		67
Total reserves		$67		$—	$	14,615	$	14,682

By withdrawal characteristics:
Subject to discretionary withdrawal	$	4	$	—	$	—	$	4
At fair value		—		—		14,615		14,615
Not subject to discretionary withdrawal		63		—		—		63
Total reserves	$	67	$	—	$	14,615	$	14,682


TIAA-CREF Investment Horizon Annuity Prospectus		170

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


	2010
	Non-indexed Guarantee less than/equal to 4%		Non-indexed Guarantee more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations		$25		$—	$	2,626	$	2,651
Reserves
For accounts with assets at:
Fair value		$—		$—	$	11,704	$	11,704
Amortized cost		23		—		—		23
Total reserves		$23		$—	$	11,704	$	11,727

By withdrawal characteristics:
Subject to discretionary withdrawal	$	—	$	—	$	—	$	—
At fair value		—		—		11,704		11,704
Not subject to discretionary withdrawal		23		—		—		23
Total reserves	$	23	$	—	$	11,704	$	11,727

The following is a reconciliation of transfers to (from) the Company to the Separate Accounts for the years ended December 31, (in millions):


	2012			2011			2010
Transfers as reported in the Summary of Operations of the Separate Accounts Statement:
Transfers to Separate Accounts	$	2,935		$	3,121		$	3,209
Transfers from Separate Accounts		(1,417	)		(1,463	)		(1,079	)
Net transfers (from) or to Separate Accounts		1,518			1,658			2,130
Reconciling Adjustments:
Fund transfer exchange gain (loss)		—			3			—
Transfers as reported in the Summary of Operations of the Life, Accident & Health Annual Statement	$	1,518		$	1,661		$	2,130

Note 15—management agreements

Under Cash Disbursement and Reimbursement Agreements, the Company serves as the common pay-agent for its operating and investment subsidiaries and affiliates. The Company has allocated expenses of $1,464 million, $1,252 million and $1,076 million to its various subsidiaries and affiliates for the years ended December 31, 2012, 2011 and 2010, respectively. In addition, under management agreements, the Company provides investment advisory and administrative services for TIAA-CREF Life and administrative services to the TIAA-CREF Trust Company, FSB, and VA-1.

The expense allocation process determines the portion of the total investment and operating expenses that is attributable to each legal entity and to each line of business within an entity. Every month the Company allocates incurred expenses to each line of business supported by the Company and its affiliated companies. As part of this allocation process, every department with personnel and every vendor related expense is allocated to lines of business based on defined allocation methodologies. These methodologies represent either shared or direct costs depending on the nature of the service provided. At the completion of the allocation process all expenses are assigned to a line of business and legal entity.

Activities necessary for the operation of the College Retirement Equities Fund (“CREF”), a companion organization, are provided at-cost by two subsidiaries of the Company. Such services are provided in accordance with an Investment Management Services Agreement, dated as of January 2, 2008, between CREF and TIAA-CREF Investment Management, LLC (“Investment Management”), and in accordance with a


		171		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Principal Underwriting and Distribution Services Agreement for CREF, dated as of January 1, 2009, between CREF and TIAA-CREF Individual and Institutional Services, LLC (“Services”). The Company also performs administrative services for CREF, on an at-cost basis. The management fees collected under these agreements and the equivalent allocated expenses, which amounted to approximately $878 million, $870 million and $787 million for the years ended December 31, 2012, 2011 and 2010, respectively, are not included in the statements of operations and had no effect on the Company’s operations.

Advisors provides investment advisory services for VA-1, certain proprietary funds and other separately managed portfolios in accordance with investment management agreements. Teachers Personal Investors Services, Inc. (“TPIS”) and Services distribute variable annuity contracts for VA-1 and VA-3 as well as registered securities for certain proprietary funds and non-proprietary mutual funds.

All services necessary for the operation of REA are provided at-cost by the Company and Services. The Company provides investment management and administrative services for REA. Distribution services are provided in accordance with a Distribution Services Agreement between REA and Services. The Distribution and Administrative Services Agreement between REA and Services limits the work performed by Services to distribution activities with the Company assuming responsibility for all administrative activities. The Company and Services receive management fee payments from REA on a daily basis according to formulae established each year and adjusted periodically, with the objective of keeping the management fees as close as possible to actual expenses attributable to operating REA. Any differences between actual expenses and daily charges are adjusted quarterly.

The following amounts receivable from or payable to subsidiaries and affiliates are included in the lines Other assets and Other liabilities on the Balance Sheet, as of December 31 (in millions):


	Receivable				Payable
Subsidiary/Affiliate	2012		2011		2012		2011
CREF	$	10.5	$	—	$	—	$	25.2
Investment Management		1.4		2.1		—		—
TIAA-CREF Life		9.9		19.4		0.3		—
Teachers Personal Investor Service		4.8		—		—		—
TIAA-CREF Trust Company		—		—		—		3.2
Covariance		6.7		—		—		—
Total	$	33.3	$	21.5	$	0.3	$	28.4

Note 16—federal income taxes

By charter, the Company is a stock life insurance company that operates on a non-profit basis and through December 31, 1997 was exempt from federal income taxation under the Internal Revenue Code. Any non-pension income, however, was subject to federal income taxation as unrelated business income. Effective January 1, 1998, as a result of federal legislation, the Company is no longer exempt from federal income taxation and is taxed as a stock life insurance company.

SSAP No. 101 became effective January 1, 2012 and included revised disclosure requirements for income taxes. Calendar year 2011 data has been revised to follow the SSAP 101 disclosure requirements to allow for better comparison. In revising the calendar year 2011 information no amounts have been recalculated or changed. The Company has met the necessary RBC levels to admit the greatest amount of deferred tax assets available under SSAP 101,Income Taxes—A Replacement of SSAP No. 10R and SSAP No. 10. The admissibility is consistent with the Company’s prior year election under SSAP No. 10R and has resulted in no material adoption impact. The application of SSAP No. 101 requires a company to evaluate the recoverability of deferred tax assets and to establish a valuation allowance if necessary to reduce the deferred tax asset to an amount which is more likely than not to be realized. Based on the weight of available evidence the Company has recorded a valuation allowance of $7.7 million on foreign tax credit carry forwards as of December 31, 2012.


TIAA-CREF Investment Horizon Annuity Prospectus		172

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Components of the net deferred tax asset/(liability) are as follows (in millions):


	12/31/2012						12/31/2011						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
a) Gross Deferred Tax Assets	$	12,057	$	1,472	$	13,529	$	11,756	$	2,617	$	14,373	$	301		$	(1,145	)	$	(844	)
b) Statutory Valuation Allowance Adjustments		8		—		8		3		—		3		5			—			5
c) Adjusted Gross Deferred Tax Assets (1a–1b)	$	12,049	$	1,472	$	13,521	$	11,753	$	2,617	$	14,370	$	296		$	(1,145	)	$	(849	)
d) Deferred Tax Assets Non-admitted		8,560		404		8,964		8,430		1,818		10,248		130			(1,414	)		(1,284	)
e) Subtotal Net Admitted Deferred Tax Asset (1c–1d)		3,489		1,068		4,557		3,323		799		4,122		166			269			435
f) Deferred Tax Liabilities		320		1,002		1,322		338		714		1,052		(18	)		288			270
g) Net Admitted Deferred Tax Assets/(Net Deferred Tax Liability) (1e–1f)	$	3,169	$	66	$	3,235	$	2,985	$	85	$	3,070	$	184		$	(19	)	$	165


	12/31/2012						12/31/2011						Change
	(1) Ordinary		(2) Capital		(3) (Col 1+2) Total		(4) Ordinary		(5) Capital		(6) (Col 4+5) Total		(7) (Col 1–4) Ordinary			(8) (Col 2–5) Capital			(9) (Col 7+8) Total
Admission Calculation Components Under SSAP No. 101
a) Federal Income Taxes Paid in Prior Years Recoverable Through Loss Carrybacks	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—
b) Adjusted Gross DTA Expected To Be Realized (Excluding The Amount of DTA From 2(a) above After Application of the Threshold Limitation. (The Lesser of 2(b)1 and 2(b) 2 below)	$	3,169	$	66	$	3,235	$	2,985	$	85	$	3,070	$	184		$	(19	)	$	165
1. Adjusted Gross DTA Expected to be Realized Following the Balance Sheet Date.	$	3,169	$	66	$	3,235	$	2,985	$	85	$	3,070	$	184		$	(19	)	$	165
2. Adjusted Gross DTA Allowed per Limitation Threshold.		XXX		XXX	$	3,897		XXX		XXX	$	3,477		XXX			XXX		$	420
c) Adjusted Gross DTA (Excluding The Amount of DTA From 2(a) and 2(b) above) Offset by Gross DTL.	$	320	$	1,002	$	1,322	$	338	$	714	$	1,052	$	(18	)	$	288		$	270
d) DTA Admitted as the result of application of SSAP No. 101. Total (2(a)+2(b)+2(c))	$	3,489	$	1,068	$	4,557	$	3,323	$	799	$	4,122	$	166		$	269		$	435


																2012			2011
Ratio Percentage Used to Determine Recovery Period and Threshold Limitation Amount																	1064	%		N/A


	12/31/2012								12/31/2011								Change
	(1) Ordinary Percent			(2) Capital Percent		(3) (Col 1+2) Total Percent			(4) Ordinary Percent			(5) Capital Percent		(6) (Col 4+5) Total Percent			(7) (Col 1–4) Ordinary Percent			(8) (Col 2–5) Capital Percent		(9) (Col 7+8) Total Percent
Impact of Tax Planning Strategies:
(a) Adjusted Gross DTAs (% of Total Adjusted Gross DTAs)		2.2	%		—		2.2	%		0.5	%		—		0.5	%		1.7	%		—		1.7	%
(b) Net Admitted Adjusted Gross DTAs (% of Total Net Admitted Adjusted Gross DTAs)		9.2	%		—		9.2	%		2.3	%		—		2.3	%		6.9	%		—		6.9	%
(c) TIAA does not have tax-planning strategies that include the use of reinsurance.

TIAA has no temporary differences for which deferred tax liabilities are not recognized.


		173		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Income taxes incurred consist of the following major components (in millions):


		12/31/2012			12/31/2011			Change
1.	Current Income Tax:
	Federal income tax expense/(benefit)	$	(763	)	$	97		$	(860	)
	Subtotal	$	(763	)	$	97		$	(860	)

	Federal income taxes expense/(benefit) on net capital gains	$	(24	)	$	853		$	(877	)
	Generation/(Utilization) of loss carry-forwards		776			(1,089	)		1,865
	Federal and foreign income taxes incurred	$	(11	)	$	(139	)	$	128


2.	Deferred Tax Assets:
(a)	Ordinary:
	Policyholder reserves	$	348		$	366		$	(18	)
	Investments		723			794			(71	)
	Deferred acquisition costs		28			28			—
	Policyholder dividends accrual		649			604			45
	Fixed assets		154			85			69
	Compensation and benefits accrual		286			272			14
	Receivables—non-admitted		36			—			36
	Net operating loss carry-forward		2,136			1,368			768
	Tax credit carry-forward		43			32			11
	Other (including items < 5% of total ordinary tax assets		512			609			(97	)
	Intangible Assets—Business in Force and Software		7,142			7,598			(456	)
	(99) Subtotal	$	12,057		$	11,756		$	301
(b)	Statutory valuation allowance adjustment		8			3			5
(c)	Non-admitted		8,560			8,430			130
(d)	Admitted ordinary deferred tax assets (2a99 – 2b – 2c)	$	3,489		$	3,323		$	166

(e)	Capital:
	Investments	$	1,421		$	2,481		$	(1,060	)
	Real estate		38			136			(98	)
	Other (including items < 5% of total capital tax assets		13			—			13
	(99) Subtotal	$	1,472		$	2,617		$	(1,145	)
(f)	Statutory valuation allowance adjustment		—			—			—
(g)	Non-admitted		404			1,818			(1,414	)
(h)	Admitted capital deferred tax assets (2e99 – 2f – 2g)		1,068			799			269
(i)	Admitted deferred tax assets (2d + 2h)	$	4,557		$	4,122		$	435

3.	Deferred Tax Liabilities:
(a)	Ordinary:
	Investments	$	317		$	337		$	(20	)
	Other (including items < 5% of total ordinary tax liabilities)		3			1			2
	(99) Subtotal	$	320		$	338		$	(18	)
(b)	Capital:
	Investments	$	1,002		$	714		$	288
	(99) Subtotal	$	1,002		$	714		$	288
(c)	Deferred tax liabilities (3a99 + 3b99)	$	1,322		$	1,052		$	270

4.	Net Admitted Deferred Tax:
	Assets/Liabilities (2i – 3c)	$	3,235		$	3,070		$	165


TIAA-CREF Investment Horizon Annuity Prospectus		174

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

5. The change in the net deferred income taxes is comprised of the following (this analysis is exclusive of non-admitted assets as the Change in Non-admitted Assets is reported separately from the Change in Net Deferred Income Taxes in the surplus section of the Annual Statement) (in millions):


	12/31/2012			12/31/2011			Change
Total deferred tax assets	$	13,529		$	14,373		$	(844	)
Total deferred tax liabilities		(1,322	)		(1,052	)		(270	)
Net deferred tax assets / liabilities	$	12,207		$	13,321		$	(1,114	)
Statutory valuation allowance (“SVA”) adjustment		8			3			5
Net deferred tax assets / liabilities after SVA	$	12,199		$	13,318		$	(1,119	)
Tax effect of unrealized gains/(losses)								191
Change in net deferred income tax (charge)/benefit from sources other than unrealized capital gains (losses)							$	(928	)


Description	Amount			Tax Effect			Effective Tax Rate
Provision computed at statutory rate	$	2,606		$	912			35.00	%
Dividends received deduction		(63	)		(22	)		(0.84	)%
Amortization of interest maintenance reserve		(117	)		(41	)		(1.57	)%
Meal disallowance, spousal travel, non-deductible lobbying, fines & penalties		9			3			0.10	%
Prior year true-ups		274			96			3.68	%
Non-admitted assets		(100	)		(35	)		(1.34	)
Other		11			4			0.17	%
Total	$	2,620		$	917			35.20	%

Federal and foreign income tax incurred expense (benefit)				$	(11	)		(0.44	)%
Change in net deferred income tax charge (benefit)					1,119			42.97	%
Tax effect of unrealized capital gain					(191	)		(7.33	)%
Total statutory income taxes				$	917			35.20	%

At December 31, 2012, the Company had net operating loss carry forwards expiring through the year 2027 (in millions):


Year Incurred	Operating Loss		Year of Expiration
1999	$	997	2014
2001		186	2016
2002		779	2017
2003		467	2018
2004		356	2019
2008		1,141	2023
2012		2,175	2027

Total	$	6,101

At December 31, 2012, the Company had no capital loss carry forwards.


		175		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

At December 31, 2012, the Company had foreign tax credit carry forwards as follows (in millions):


Year Incurred	Foreign Tax Credit	Year of Expiration
2005	3	2015
2006	3	2016
2007	2	2017
2008	2	2018
2009	2	2019
2010	2	2020
2011	6	2021

Total	$20

At December 31, 2012, the Company had General Business Credit carry forwards as follows (in millions):


Year Incurred	General Business Credit		Year of Expiration
2004	$	1	2024
2005		2	2025
2006		5	2026
2007		7	2027
2008		5	2028
2009		2	2029

Total	$	22

The Company did not incur federal income taxes expense for 2012 or preceding years that would be available for recoupment in the event of future net losses.

The Company does not have any protective tax deposits on deposit with the internal Revenue Service under IRC Section 6603.

Beginning in 1998, the Company has filed a consolidated federal income tax return with its includable affiliates (the “consolidating companies”). The consolidating companies participate in a tax-sharing agreement. Under the agreement, current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent that their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies are reimbursed for net operating losses or other tax attributes they have generated when utilized in the consolidated return. Amounts receivable from / (payable to) the Company’s subsidiaries for federal income taxes were $(3) million and $5 million at December 31, 2012 and 2011, respectively.

TIAA-CREF Life Insurance Company

TIAA-CREF Asset Management, Inc.

Dan Properties, Inc.

JV Georgia One, Inc.

JWL Properties, Inc.

ND Properties, Inc.

Savannah Teachers Properties, Inc.

TCT Holdings, Inc.

Teachers Advisors, Inc.

10)

Teachers Personal Investors Service, Inc.

11)

T-Investment Properties Corp.

12)

T-Land Corp.


TIAA-CREF Investment Horizon Annuity Prospectus		176

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

13)

WRC Properties, Inc.

14)

TIAA-CREF Tuition Financing, Inc.

15)

TIAA-CREF Trust Company, FSB

16)

730 Texas Forest Holdings, Inc.

17)

TIAA Global Markets, Inc.

18)

T-C Sports Co., Inc.

19)

TIAA Board of Overseers

20)

TIAA Realty, Inc.

21)

TIAA Park Evanston, Inc.

22)

Oleum Holding Company, Inc.

23)

Covariance Capital Management, Inc.

24)

Westchester Group Investment Management, Inc.

25)

Westchester Group Investment Management Holding Company, Inc.

26)

GreenWood Resources, Inc.

TIAA has no federal or foreign income tax loss contingencies as determined in accordance withSSAP No. 5R—Liabilities, Contingencies and Impairments of Assets, with the modifications provided in SSAP No. 101, for which it is reasonably possible that the total liability will significantly increase within 12 months of the reporting date.

The IRS examination for tax years 2007, 2008, and 2009 federal income tax returns is scheduled to begin in 2013.

Note 17—pension plan and post-retirement benefits

The Company maintains a qualified, non-contributory defined contribution pension plan covering substantially all employees. All qualified employee pension plan liabilities are fully funded through retirement annuity contracts. Contributions are made to each participant’s contract based on a percentage of salary, with the applicable percentage varying by attained age. All contributions are fully vested after three years of service. Forfeitures arising from terminations prior to vesting are used to reduce future employer contributions. The accompanying statements of operations include contributions to the pension plan of approximately $36 million, $33 million and $36 million for the years ended December 31, 2012, 2011 and 2010, respectively. This includes supplemental contributions made to company-owned annuity contracts under a non-qualified deferred compensation plan.


		177		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

In addition to the pension plan, the Company provides certain other post-retirement life and health insurance benefits to eligible retired employees who meet prescribed age and service requirements. The status of this plan for retirees and eligible active employees is summarized below (in millions):


	Post-retirement Benefits
	2012			2011			2010
Change in benefit obligation:
Benefit obligation at beginning of year	$	155		$	130		$	116
Service cost		10			7			5
Interest cost		6			7			6
Actuarial loss		4			17			10
Benefits paid		(8	)		(6	)		(7	)
Benefit obligation at end of year	$	167		$	155		$	130

Change in plan assets
Employer contribution	$	8		$	6		$	7
Benefits paid		(8	)		(6	)		(7	)
Fair value of plan assets at end of year	$	—		$	—		$	—
Funded status:
Unamortized prior service cost	$	(1	)	$	(1	)	$	(1	)
Unrecognized net loss		41			37			20
Accrued liabilities		127			119			111
Unfunded accumulated benefit obligation—vested employees	$	167		$	155		$	130
Accumulated benefit obligation—non-vested employees	$	23		$	32		$	33

The Company allocates benefit expenses to certain subsidiaries based upon salaries. The cost of postretirement benefits reflected in the accompanying statements of operations was approximately $8 million, $7 million and $5 million for 2012, 2011 and 2010, respectively.

The net periodic postretirement benefit cost for the years ended December 31, includes the following components (in millions):


	Post-retirement Benefits
	2012		2011		2010
Components of net periodic benefit cost:
Service cost	$	10	$	7	$	5
Interest cost		6		7		6
Amount of recognized gains and losses		1		—		—
Total net periodic benefit cost	$	17	$	14	$	11


TIAA-CREF Investment Horizon Annuity Prospectus		178

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The assumptions used at December 31 by the Company to calculate the benefit obligations as of that date and to determine the benefit cost in the year are as follows:


	2012			2011			2010
Weighted-average assumptions used to determine net periodic benefit cost as of December 31,
Weighted-average discount rate		4.50	%		5.25	%		5.75	%
Rate of compensation increase		N/A			N/A			N/A
Weighted-average assumptions used to determine projected benefit obligations as of December 31,
Weighted-average discount rate		4.00	%		4.50	%		5.25	%
Rate of compensation increase		N/A			N/A			N/A

For measurement purposes, a 8.50% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2013. The rate was assumed to decrease gradually to 6.23% for 2045 and remain at that level thereafter.

A measurement date of December 31, 2012 was used to determine the above.

The Company has multiple non-pension postretirement benefit plans. The health care plans are contributory, with participants’ contributions adjusted annually; the life insurance plans are noncontributory. Postretirement life insurance is offered only to those who retired prior to 2011. Company subsidies for the postretirement health care plans are offered to any who qualify for eligibility prior to 2015, after which newly qualifying retirees will pay the full cost of the health care plans. The accounting for health care plans anticipates future cost-sharing changes to the written plan consistent with the Company’s express intent to reflect general health care trend rates in the employee premiums. For postretirement medical, this is consistent with pre-65 trend rate assumptions of 8.5% for 2012 gradually scaling down to 5.76% in 2023. For post-65 medical care, this is consistent with a trend rate assumption of 8.0% in 2012 scaling down to 5% in 2018.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects (in millions):


	Post-retirement Benefits
	2012			2011			2010
Effect of a 1% increase in benefit costs:
Change in post-retirement benefit obligation	$	23		$	19		$	14
Change in service cost and interest cost	$	3		$	2		$	1

Effect of a 1% decrease in benefit costs:
Change in post-retirement benefit obligation	$	(19	)	$	(16	)	$	(12	)
Change in service cost and interest cost	$	(2	)	$	(2	)	$	(1	)

The Company also maintains a non-qualified deferred compensation plan for non-employee trustees and members of the TIAA Board of Overseers. The plan provides an award equal to 50% of the annual stipend that is invested annually in company-owned annuity contracts. Payout of accumulations is normally made in a lump sum following the trustees’ or member’s separation from the Board.

The Company previously provided an unfunded Supplemental Executive Retirement Plan (“SERP”) to certain select executives and any TIAA associate deemed eligible by the Board of Trustees.


		179		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The SERP provided an annual retirement benefit payable at normal retirement calculated as 3.0% of the participant’s 5-year average total compensation based on an average of the highest five of the last ten years multiplied by the number of years of service not in excess of 15 years.

The accumulated benefit obligation totaled $47.6 million and $46.6 million as of December 31, 2012 and 2011, respectively. The Company had accrued pension cost of $41.4 million and $43.4 million and had an additional minimum liability accrued of $6.2 million and $3.2 million as of December 31, 2012 and 2011, respectively. The Company did not have any projected benefit obligation for non-vested employees for 2012 or 2011.

The plan obligations were determined based upon a discount rate of 3.08%. In accordance with SSAP No. 89, only vested obligations are reflected in the funded status.

The obligations of TIAA under the SERP are unfunded, unsecured promises to make future payments. As such, the plan has no assets. Contributions for a given period are equal to the benefit payments for that period. The expected rate of return on plan assets is not applicable.

Future benefits expected to be paid by the SERP are as follows (in millions):


2013	$	4
2014	$	4
2015	$	4
2016	$	4
2017	$	4
Thereafter	$	16

The Company does not have any regulatory contribution requirements for 2012.

IMPACT OF MEDICARE MODERNIZATION ACT ON POSTRETIREMENT BENEFITS

The Company expects to receive a 28% federal subsidy for plan prescription benefits arising from the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) signed into law in December of 2003. The Act includes the following two new features to Medicare Part D that could affect the measurement of the accumulated postretirement benefit obligation (“APBO”) and net periodic postretirement cost for the plan.

•

A federal subsidy (based on 28% of an individual beneficiary’s annual prescription drug costs between $250 and $5,000), which is not taxable, to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare Part D, and

•

The opportunity for a retiree to obtain a prescription drug benefit under Medicare.

For the year ended December 31, 2012, the effect of the Act was a $4 million reduction in the Company’s net postretirement benefit cost for the subsidy related to benefits attributed to former employees. The Act also decreased the 2012 service cost of $3 million and decreased the 2012 interest cost by $1 million.

Estimated Future Benefit Payments


TIAA-CREF Investment Horizon Annuity Prospectus		180

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The following benefit payments are expected to be paid and received relating to the Act (in millions):


Gross Cash Flows (Before Medicare Part D Subsidy Receipts)
2013	$	8
2014	$	8
2015	$	8
2016	$	9
2017	$	9
Thereafter	$	54


Medicare Part D Subsidy Receipts
2013	$	—
2014	$	1
2015	$	1
2016	$	1
2017	$	1
Thereafter	$	6

Note 18—policy and contract reserves

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioner’s Annuity Reserve Valuation Method (“CARVM”) in accordance with New York State Regulation 151, Actuarial Guideline 43 for variable annuity products and Actuarial Guideline 33 for all other products. For most annuities which do not contain variable guarantees, the reserves are calculated as the present value of guaranteed benefits using the guaranteed interest and mortality table or a more conservative basis and for most accumulating annuities the reserve thus calculated is equal to the account balance. Variable annuity reserves are calculated using Actuarial Guideline 43 which incorporates a deterministic floor plus a stochastic component for products which contain guaranteed benefits.

For retained assets, an accumulation account issued from the proceeds of annuities and life insurance policies, reserves held are equal to the total current account balances of all account holders.

In aggregate, the reserves established for all annuity and supplementary contracts utilize assumptions for interest at a weighted average rate of approximately 3.0%. Approximately 93% of annuity and supplementary contract reserves are based on the 1983 Table set back at least 9 years or the Annuity 2000 table set back at least 4 years.


		181		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Withdrawal characteristics of annuity actuarial reserves and deposit-type contract funds for the years ended December 31, are as follows (in millions):


	2012
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
At fair value	$	—	$	—	$	17,777	$	17,777		9.0	%
Total with adjustment or at fair value	$	—	$	—	$	17,777	$	17,777		9.0	%
At book value without adjustment (minimal or no charge or adjustment)		43,152		7		—		43,159		21.9	%
Not subject to discretionary withdrawal		135,846		106		—		135,952		69.1	%
Total (gross)	$	178,998	$	113	$	17,777	$	196,888		100.0	%

Reinsurance ceded		—		—		—		—
Total (net)	$	178,998	$	113	$	17,777	$	196,888


	2011
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		% of Total
Subject to discretionary withdrawal:
At fair value	$	—	$	—	$	14,615	$	14,615		7.7	%
Total with adjustment or at fair value	$	—	$	—	$	14,615	$	14,615		7.7	%
At book value without adjustment (minimal or no charge or adjustment)		40,869		4		—		40,873		21.6	%
Not subject to discretionary withdrawal		133,460		63		—		133,523		70.7	%
Total (gross)	$	174,329	$	67	$	14,615	$	189,011		100.0	%

Reinsurance ceded		—		—		—		—
Total (net)	$	174,329	$	67	$	14,615	$	189,011

Annuity reserves and deposit-type contract funds for the years ended December 31 are as follows (in millions):


	2012		2011
General Account Annual Statement:
Total annuities (excluding supplementary contracts with life contingencies)	$	175,041	$	170,745
Supplementary contracts with life contingencies		3,192		2,890
Deposit-type contract funds		765		694
Subtotal		178,998		174,329
Separate Accounts Annual Statement:
Annuities		17,750		14,569
Supplementary contracts with life contingencies		135		109
Deposit-type contract funds		5		4
Subtotal		17,890		14,682
Total	$	196,888	$	189,011

For Ordinary and Collective Life Insurance, reserves for all policies are calculated in accordance with New York State Insurance Regulation 147. Reserves for regular life insurance policies are computed by the Net Level Premium method for issues prior to January 1, 1990, and by the Commissioner’s Reserve Valuation


TIAA-CREF Investment Horizon Annuity Prospectus		182

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Method for issues on and after such date. Annual renewable and five-year renewable term policies issued on or after January 1, 1994 use segmented reserves, where each segment is equal to the term period. The Cost of Living riders issued on and after January 1, 1994 also use segmented reserves, where each segment is equal to one year in length.

Reserves for the vast majority of permanent and term insurance policies use Commissioners’ Standard Ordinary Mortality Tables with rates ranging from 2.25% to 6.00%. Term conversion reserves are based on TIAA term conversion mortality experience and 4.00% interest.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and set equal to a percentage of paid claims. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. Surrender values of $0.2 million in excess of the legally computed reserves were held as an additional reserve liability at December 31, 2012, and $0.1 million at December 31, 2011. As of December 31, 2012 and December 31, 2011, the Company had $568.6 million and $553.9 million, respectively, of insurance in force for which the gross premiums were less than the net premiums according to the standard of valuation set by the Department. Reserves to cover these insurance amounts totaled $2.8 million and $3.4 million at December 31, 2012 and December 31, 2011, respectively.

Note 19—reinsurance

In 2005 the Company entered into reinsurance agreements with RGA Reinsurance Company. Two of the agreements were recaptured during 2007 and the remaining agreement was recaptured as of January 1, 2011.

At December 31, disclosures related to these assumed coinsurance agreements were (in millions):


	2012		2011			2010
Aggregated assumed premiums	$	—	$	(204	)	$	12
Modified coinsurance reserves	$	—	$	—		$	202
(Decrease) Increase in policy and contract reserves	$	—	$	(17	)	$	(4	)

In 2004, the Company and its subsidiary, TIAA-CREF Life, entered into a series of agreements with Metropolitan Life Insurance Company (“MetLife”) including an administrative agreement for MetLife to service the long-term care business of the Company and TIAA-CREF Life, an indemnity reinsurance agreement where TIAA and TIAA-CREF Life ceded to MetLife 100% of the long-term care liability and an assumption reinsurance agreement. After appropriate filings in each jurisdiction, MetLife offered the Company and TIAA-CREF Life policyholders the option of transferring their policies from TIAA and TIAA-CREF Life to MetLife. At December 31, 2012 and 2011, there were premiums in force of $15 million for both years, respectively.

The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers and there are no reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of reinsurance.


		183		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The major lines in the accompanying financial statements that were reduced by ceded reinsurance agreements at December 31 are as follows (in millions):


	2012		2011		2010
Insurance and annuity premiums	$	14	$	14	$	16
Policy and contract benefits	$	55	$	59	$	62
Increase in policy and contract reserves	$	20	$	36	$	81
Reserves for life and health insurance	$	454	$	474	$	510

Note 20—repurchase program

During 2011, the Company commenced a repurchase program to sell and repurchase securities for the purposes of providing additional liquidity. The Company’s policy requires a minimum of 95% of the fair value of securities transferred under repurchase agreements to be maintained as collateral.

As of December 31, 2012, the Company had repurchase agreements where the securities pledged and scheduled for repurchase had a carrying value and fair value of $440 million and $494 million, respectively. The securities pledged as collateral have a maturity of 8 years and an interest rate of 3.13%. The pledged securities are included in Bonds and the offsetting collateral liability is included in Other Liabilities in the accompanying Statutory—Basis Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves.

The Company received cash collateral of $500 million, which is in excess of the $494 million fair value of the securities lent. The cash collateral was not reinvested in other securities as of December 31, 2012.

The Company’s source of cash that it uses to return the cash collateral is dependent upon the liquidity of the current market conditions. The repurchase agreements outstanding at December 31, 2012 matured and were fully settled during January 2013.

Note 21—capital and contingency reserves and shareholders’ dividends restrictions

The portion of contingency reserves represented or reduced by each item below for the years ended December 31 are as follows (in millions):


	2012			2011
Net unrealized capital gains	$	490		$	390
Asset valuation reserve	$	(599	)	$	(802	)
Net deferred federal income tax	$	(1,119	)	$	(1,129	)
Change in non-admitted assets	$	1,305		$	1,046
Net change in separate account surplus	$	64		$	134
Prior year surplus	$	(5	)	$	—
Change in Accounting Principle	$	—		$	(23	)

Capital: The Company has 2,500 shares of Class A common stock authorized, issued and outstanding. All of the outstanding common stock of the Company is held by the TIAA Board of Overseers, a not-for-profit corporation created for the purpose of holding the common stock of the Company. By charter, the Company operates without profit to its sole shareholder.

Surplus Notes: On December 16, 2009, the Company issued Surplus Notes (“Notes”) in an aggregate principal amount of $2 billion. The Notes bear interest at an annual rate of 6.850%, and have a maturity date of


TIAA-CREF Investment Horizon Annuity Prospectus		184

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

December 16, 2039. Proceeds from the issuance of the Notes were $1,997 million, net of issuance discount. The Notes were issued in a transaction pursuant to Rule 144A under the Securities Act of 1933, as amended, and the Notes are evidenced by one or more global notes deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company. Interest on these Notes is scheduled to be paid semiannually on June 16 and December 16 of each year through the maturity date. During 2012, interest of $137 million was paid and since issuance $411 million has been paid.

No subsidiary or affiliate of the Company is an obligor or guarantor of the Notes, which are solely obligations of the Company.

The Notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of the Company. Under New York Insurance Law, the Notes are not part of the legal liabilities of the Company. The Notes are not scheduled to repay any principal prior to maturity. Each payment of interest and principal may be made only with the prior approval of the Superintendent and only out of the Company’s surplus funds, which the Superintendent of the Department determines to be available for such payments under New York Insurance Law. In addition, provided that approval is granted by the Superintendent of the Department, the Notes may be redeemed at the option of the Company at any time at the “make-whole” redemption price equal to the greater of the principal amount of the Notes to be redeemed, or the sum of the present values of the remaining scheduled interest and principal payments, excluding accrued interest as of the redemption date, discounted to the redemption date on a semi-annual basis at the adjusted Treasury rate plus 40 basis points, plus in each case, accrued and unpaid interest payments on the Notes to be redeemed to the redemption date.

At December 31, 2012 and 2011, no affiliates of the Company held any portion of the Notes.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains). TIAA has not paid dividends to its shareholder and has no plans to do so in the current year.


		185		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 22—contingencies and guarantees

SUBSIDIARY AND AFFILIATE GUARANTEES:

At December 31, 2012, the Company was obligor under the following guarantees, indemnities and support obligations (in millions):


Nature and circumstances of guarantee and key attributes, including date and duration of agreement.	Liability recognition of guarantee. (Include amount recognized at inception. If no initial recognition, document exception allowed under SSAP No. 5R.)	Ultimate financial statement impact if action under the guarantee is required.	Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee. If unable to develop an estimate, this should be specifically noted.	Current status of payment or performance risk of guarantee. Also provide additional discussion as warranted.
The Company has guaranteed outstanding notes issued by subsidiary TIAA Global Markets, Inc.	$127	Investment in Subsidiary, Controlled, or Affiliated	$511	TIAA Global Markets, Inc. is current on all payments of principal and interest on notes.
Commitment to maintain TIAA-CREF Trust Company as a “Well Capitalized” institution for Prompt Corrective Action purposes.	Guarantee made to/or on behalf of a wholly-owned subsidiary and as such are excluded from recognition.	Investment in Subsidiary, Controlled, or Affiliated	Since this obligation is not subject to limitations, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these guarantees in the future.	Currently the capital of TIAA-CREF Trust Company is adequate.
Financial support agreement with TIAA-CREF Life Insurance Company to have (i) capital and surplus of $250.0 million; (ii) the amount of capital and surplus necessary to maintain TIAA-CREF Life’s capital and surplus at a level not less than 150% of the NAIC RBC model; or (iii) such other amounts as necessary to maintain TIAA-CREF Life’s financial strength rating the same or better than the Company’s rating at all times.	Guarantee made to/or on behalf of a wholly-owned subsidiary and as such are excluded from recognition.	Investment in Subsidiary, Controlled, or Affiliated	Since this obligation is not subject to limitations, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these guarantees in the future.	At December 31, 2012, the capital and surplus of TIAA-CREF Life Insurance Company was in excess of the minimum capital and surplus amount referenced, and its total adjusted capital was in excess of the referenced RBC-based amount calculated at December 31, 2012.


A. Aggregate Maximum Potential of Future Payments of All Guarantees (undiscounted) the guarantor could be required to make under guarantees. (Should equal total of Column 4 for (2) above.)	$	511
B. Current Liability Recognized in F/S:
1. Non-contingent Liabilities	$	—
2. Contingent Liabilities	$	127
c. Ultimate Financial Statement Impact if action under the guarantee is required.
1. Investments in Subsidiary, Controlled or Affiliated	$	511
2. Joint Venture		—
3. Dividends to Stockholders (capital contribution)		—
4. Expense		—
5. Other		—
6. Total	$	511


TIAA-CREF Investment Horizon Annuity Prospectus		186

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

The Company has agreed that it will cause TIAA-CREF Life to be sufficiently funded at all times in order to meet all its contractual obligations on a timely basis including, but not limited to, obligations to pay policy benefits and to provide policyholder services. This agreement is not an evidence of indebtedness or an obligation or liability of the Company and does not provide any creditor of TIAA-CREF Life with recourse to or against any of the assets of the Company.

The Company provides a $100.0 million unsecured 364-day revolving line of credit arrangement with TIAA-CREF Life. This line has an expiration date of July 16, 2013. As of December 31, 2012, $30.0 million of this facility was maintained on a committed basis for which TIAA-CREF Life paid a commitment fee of 10.0 basis points on the unused committed amount. During the period ending December 31, 2012, 46 draw-downs totaling $150.5 million were made under this line of credit arrangement of which none were outstanding as of December 31, 2012.

TIAA Global Markets, Inc. (“TGM”), a wholly-owned subsidiary, was formed for the purpose of issuing notes and other debt instruments and investing the proceeds in compliance with the investment guidelines approved by the Board of Directors of TGM. TGM is authorized to issue up to $5.0 billion in debt and TIAA’s Board of Trustees authorized the Company to guarantee up to $5.0 billion of TGM’s debt. As of December 31, 2012, TGM had $500.0 million of outstanding debt and accrued interest of $11.4 million.

The Company maintains a $1.0 billion uncommitted and unsecured 364-day revolving line of credit arrangement with TIAA Global Markets, Inc. (“TGM”). This line has an expiration date of July 8, 2013. During 2012, 1 draw-down totaling $600.0 million was made under this line of credit arrangement of which $518.0 million was left outstanding at the end of 2012. As of December 31, 2012, outstanding principal amount plus accrued interest was $519.5 million.

The Company also provides a $1.0 billion uncommitted line of credit to certain accounts of College Retirement Equities Funds (“CREF”) and certain TIAA-CREF Funds (“Funds”). Loans under this revolving credit facility are for a maximum of 60 days and are made solely at the discretion of the Company to fund shareholder redemption requests or other temporary or emergency needs of CREF and the Funds. It is the intent of the Company, CREF and the Funds to use this facility as a supplemental liquidity facility, which would only be used after CREF and the Funds have exhausted the availability of the current $1.5 billion committed credit facility maintained with a group of banks.

Separate Account Guarantees: The Company provides mortality and expense guarantees to VA-1, for which it is compensated. The Company guarantees that, at death, the total death benefit payable from the fixed and variable accounts will be at least a return of total premiums paid less any previous withdrawals. The Company also guarantees that expense charges to VA-1 participants will never rise above the maximum amount stipulated in the contract.

The Company provides mortality, expense and liquidity guarantees to REA and is compensated for these guarantees. The Company guarantees that once REA participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees that expense charges to REA participants will never rise above the maximum amount stipulated in the contract. The Company provides REA with a liquidity guarantee to ensure it has funds available to meet participant transfer or cash withdrawal requests. If REA cannot fund participant requests, TIAA’s general account will fund them by purchasing accumulation units. Under this agreement, TIAA guarantees that participants will be able to redeem their accumulation units at their accumulation unit value next determined after the transfer or withdrawal request is received in good order.

Under the Liquidity Guarantee agreement with the REA, on December 24, 2008, the TIAA general account purchased $155.6 million of accumulation units (measured based on the cost of such units) issued by REA. In


		187		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

2009, the TIAA general account further purchased $1,058.7 million of accumulation units. The Company made no additional purchases in 2012 and 2011. During 2012, the Company redeemed $940 million of accumulation units. The remaining $321 million of accumulation units have been redeemed in the first quarter of 2013.

Accumulation units owned by TIAA are included as separate account assets and valued in the same manner as units owned by individual REA participants on a fair value basis and will fluctuate in value.

The Company provides mortality and expense guarantees to VA-3 and is compensated for these guarantees. The Company guarantees that once VA-3 participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees that expense charges to VA-3 participants will never rise above the maximum amount stipulated in the contract.

Leases:The Company occupies leased office space in many locations under various long-term leases. At December 31, 2012, the future minimum lease payments are estimated as follows (in millions):


Year	2013		2014		2015		2016		2017		Thereafter		Total
Amount	$	36	$	34	$	34	$	29	$	22	$	29	$	184

Leased space expense is allocated among the Company and affiliated entities. Rental expense charged to the Company for the years ended December 31, 2012, 2011 and 2010 was approximately $37 million, $34 million and $32 million, respectively.

OTHER CONTINGENCIES:

In the ordinary conduct of certain of its investment activities, the Company provides standard indemnities covering a variety of potential exposures. For instance, the Company provides indemnifications in connection with site access agreements relating to due diligence review for real estate acquisitions, and the Company provides indemnification to underwriters in connection with the issuance of securities by or on behalf of the Company or its subsidiaries. It is the Company management’s opinion that the fair value of such indemnifications are negligible and do not materially affect the Company’s financial position, results of operations or liquidity.

Other contingent liabilities arising from litigation and other matters over and above amounts already provided for in the financial statements or disclosed elsewhere in these notes are not considered material in relation to the Company’s financial position or the results of its operations.

Death Claim Notification and Unclaimed Property Practices. Throughout the U.S. insurance industry, there are multiple state actions addressing insurer practices regarding death claim notification and escheatment of unclaimed property. Currently, regarding these issues as they pertain to life insurance, annuities and retained asset accounts, the Company is: (1) responding to subpoenas from the New York Attorney General; (2) subject to a multi-state market conduct exam by at least 23 state insurance departments, with the Illinois Department of Insurance as the lead examiner; and (3) subject to a multi-state unclaimed property audit by at least 23 state treasurers, with Verus Financial, LLC as the appointed auditor. These actions are expected to last through most of 2013.


TIAA-CREF Investment Horizon Annuity Prospectus		188

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 23—borrowed money

Effective March 2009, the Company was authorized to execute investment transactions under the Term Asset-Backed Securities Loan Facility (“TALF”) program. Under the TALF program, the Federal Reserve Bank of New York (“FRBNY”) would lend up to $200 billion on a non-recourse basis to holders of certain AAA-rated Asset Backed Securities (“ABS”) backed by newly and recently originated consumer and small business loans. The FRBNY lent an amount equal to the market value of the ABS less a haircut and were secured at all times by the ABS. Loan proceeds were disbursed to the borrower, contingent on receipt by the FRBNY custodian bank of the eligible collateral.

As of December 31, 2012, the Company’s eligible ABS under the TALF program totaled $58 million. These eligible ABS have been pledged as collateral to support a $51 million loan outstanding payable to the FRBNY. The Company expects to fully settle this loan with the FRBNY during 2014.

Note 24—subsequent events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 8, 2013, the date the financial statements were available to be issued. No such items were identified by the Company.


		189		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)

Note 25—securities with a recognized other-than-temporary impairments

The following table represents loan-backed and structured securities with a recognized other-than-temporary impairment and currently held at December 31, 2012 where the present value of cash flows expected to be collected is less than the amortized cost (in whole dollars).


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
743947AE3	$	12,292	$	10,181		$	(2,111)	$	10,181	$	10,520		12/31/2012
12669DN79		2,134,721		2,079,708			(55,013)		2,079,708		1,689,664		12/31/2012
76110HNP0		5,422,778		4,703,779			(718,999)		4,703,779		4,977,171		12/31/2012
76110HSG5		4,564,106		4,545,401			(18,704)		4,545,401		3,771,711		12/31/2012
12667FMJ1		13,948,629		13,848,062			(100,567)		13,848,062		9,415,902		12/31/2012
76110HWX3		15,762,328		15,729,153			(33,175)		15,729,153		15,777,345		12/31/2012
76110HVH9		7,564,015		7,558,610			(5,405)		7,558,610		7,390,773		12/31/2012
76110HWV7		13,000,000		12,947,349			(52,651)		12,947,349		12,582,245		12/31/2012
12667FZH1		51,252,076		51,185,070			(67,006)		51,185,070		48,794,852		12/31/2012
12667FYZ2		3,833,544		2,754,412			(1,079,132)		2,754,412		2,089,524		12/31/2012
12667F2J3		44,413,186		44,354,472			(58,714)		44,354,472		45,431,927		12/31/2012
05949AA75		941		—	*		(941)		—		—		12/31/2012
12667F7D1		20,604,095		20,223,008			(381,087)		20,223,008		20,694,569		12/31/2012
12667F5J0		17,257,953		17,245,267			(12,685)		17,245,267		17,714,912		12/31/2012
05949AM31		2,273		—	*		(2,273)		—		—		12/31/2012
12667F4N2		8,177,148		8,158,508			(18,640)		8,158,508		8,076,604		12/31/2012
12667GBA0		12,733,360		12,730,443			(2,917)		12,730,443		12,693,535		12/31/2012
12667GBA0		21,241,030		21,238,068			(2,962)		21,238,068		21,155,889		12/31/2012
12667GLE1		25,502,511		25,494,015			(8,496)		25,494,015		25,501,070		12/31/2012
12667GFB4		21,387,603		21,312,642			(74,961)		21,312,642		21,152,980		12/31/2012
12667GFB4		36,084,335		35,954,535			(129,801)		35,954,535		35,722,389		12/31/2012
12667GFT5		18,019,544		17,967,066			(52,478)		17,967,066		17,411,943		12/31/2012
12667GKE2		12,319,133		12,228,592			(90,541)		12,228,592		11,732,289		12/31/2012
12667GW74		17,197,784		17,116,368			(81,415)		17,116,368		17,207,247		12/31/2012
16162WNB1		16,063,625		15,997,434			(66,191)		15,997,434		16,615,012		12/31/2012
32051GP41		18,961,347		18,869,968			(91,380)		18,869,968		19,516,860		12/31/2012
36185MCL4		16,361,815		16,287,139			(74,677)		16,287,139		17,199,290		12/31/2012
45660LPD5		13,002,077		12,876,405			(125,672)		12,876,405		13,762,269		12/31/2012
32051G2J3		22,787,995		22,701,845			(86,150)		22,701,845		23,803,214		12/31/2012
761118PQ5		9,352,863		9,227,109			(125,753)		9,227,109		9,405,333		12/31/2012
94983SAV4		35,025,270		34,910,605			(114,665)		34,910,605		37,627,840		12/31/2012
46628YBK5		26,036,952		25,496,077			(540,875)		25,496,077		26,098,686		12/31/2012
94980SBJ3		18,710,250		18,680,668			(29,583)		18,680,668		19,942,220		12/31/2012
16163BAP9		26,448,642		26,434,293			(14,349)		26,434,293		28,096,744		12/31/2012
74957XAF2		29,231,293		29,047,907			(183,386)		29,047,907		29,954,055		12/31/2012
05950RAK5		26,012,709		26,010,415			(2,294)		26,010,415		26,702,848		12/31/2012
74958AAD6		13,562,315		13,561,271			(1,044)		13,561,271		13,521,848		12/31/2012
126694JS8		26,909,900		26,629,665			(280,235)		26,629,665		27,868,798		12/31/2012
170255AS2		12,597,571		12,538,204			(59,367)		12,538,204		12,552,376		12/31/2012
3622MPBE7		46,038,223		45,986,058			(52,165)		45,986,058		46,177,498		12/31/2012
52521RAS0		1,023,943		1,015,918			(8,025)		1,015,918		1,066,677		12/31/2012


TIAA-CREF Investment Horizon Annuity Prospectus		190

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12545CAU4	$	27,731,207	$	27,698,742		$	(32,465)	$	27,698,742	$	27,382,044		12/31/2012
17025TAV3		22,924,331		22,403,245			(521,085)		22,403,245		21,609,745		12/31/2012
74958AAD6		10,074,441		10,073,965			(475)		10,073,965		10,076,966		12/31/2012
12543XAD8		21,432,424		20,548,938			(883,487)		20,548,938		19,855,126		12/31/2012
12668AMH5		18,323,922		18,303,642			(20,280)		18,303,642		19,258,390		12/31/2012
126694RG5		10,464,244		9,560,577			(903,667)		9,560,577		10,077,874		12/31/2012
12669E4V5		8,031,392		7,241,681			(789,711)		7,241,681		6,096,282		12/31/2012
12669EL95		5,478,682		4,368,331			(1,110,352)		4,368,331		5,151,642		12/31/2012
31393YY41		16,257,654		14,541,582			(1,716,072)		14,541,582		9,047,635		12/31/2012
12668AAG0		11,500,430		11,492,959			(7,471)		11,492,959		11,770,188		12/31/2012
12667GUG6		3,891,432		3,865,384			(26,048)		3,865,384		3,671,861		12/31/2012
05949TBF5		11,680,290		11,678,962			(1,328)		11,678,962		12,328,010		12/31/2012
12667FZM0		63,544		62,339			(1,205)		62,339		62,307		12/31/2012
03762AAG4		227,898		—	*		(227,898)		—		—		12/31/2012
03762CAE5		6,121,929		5,876,150			(245,779)		5,876,150		5,884,000		12/31/2012
05947U4P0		2,949,042		2,741,548			(207,494)		2,741,548		1,995,382		12/31/2012
05947UJV1		30,335		—	*		(30,335)		—		29,963		12/31/2012
059497AB3		7,752,053		6,933,890			(818,163)		6,933,890		3,776,352		12/31/2012
059500AG3		19,011,878		16,854,145			(2,157,733)		16,854,145		14,973,820		12/31/2012
05950WAN8		7,009,441		6,050,376			(959,065)		6,050,376		3,185,000		12/31/2012
05950WAP3		10,855,104		3,623,644			(7,231,460)		3,623,644		5,095,049		12/31/2012
07388YAW2		5,090,949		4,088,648			(1,002,301)		4,088,648		1,849,801		12/31/2012
07388YAY8		1,516,071		—	*		(1,516,071)		—		971,040		12/31/2012
20047QAM7		1,729,140		—	*		(1,729,140)		—		3,600,000		12/31/2012
20047QAN5		419,717		—	*		(419,717)		—		1,826,240		12/31/2012
20173QAH4		9,730,025		9,585,785			(144,240)		9,585,785		7,195,891		12/31/2012
20173QAH4		17,757,349		17,475,152			(282,197)		17,475,152		14,391,782		12/31/2012
22545DAH0		23,384,443		20,771,969			(2,612,474)		20,771,969		16,849,524		12/31/2012
22545DAJ6		8,867,304		1,590,040			(7,277,264)		1,590,040		5,575,138		12/31/2012
22545XAG8		2,823		—	*		(2,823)		—		50,483		12/31/2012
36159XAJ9		15,440,812		14,903,202			(537,609)		14,903,202		11,366,654		12/31/2012
36170UCQ2		35,672,163		32,619,590			(3,052,573)		32,619,590		18,250,000		12/31/2012
361849R53		6,075,708		5,372,014			(703,695)		5,372,014		2,377,467		12/31/2012
361849R61		2,352,237		218,575			(2,133,662)		218,575		3,294,488		12/31/2012
361849R79		30,956		—	*		(30,956)		—		1,421,647		12/31/2012
36228CXE8		9,984,962		6,046,672			(3,938,290)		6,046,672		2,328,359		12/31/2012
36228CYQ0		14,820,273		14,421,911			(398,362)		14,421,911		9,614,233		12/31/2012
396789KB4		9,468,217		8,525,091			(943,126)		8,525,091		4,777,602		12/31/2012
46625MKS7		831,176		435,220			(395,956)		435,220		12,160		12/31/2012
46625YNV1		18,573,254		16,975,608			(1,597,647)		16,975,608		6,636,547		12/31/2012
46625YQZ9		10,007,895		6,597,804			(3,410,091)		6,597,804		3,009,600		12/31/2012
46625YRB1		350,465		126,707			(223,757)		126,707		829,117		12/31/2012
46629YAQ2		30,773		10,676			(20,097)		10,676		604,920		12/31/2012
46630JAQ2		16,157,016		11,506,203			(4,650,813)		11,506,203		9,711,000		12/31/2012
46630JAS8		125,788		21,243			(104,545)		21,243		4,304,498		12/31/2012
46630VAL6		9,491,125		9,334,278			(156,847)		9,334,278		6,995,149		12/31/2012


		191		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment			Fair Value as of Impairment Date		Date of Financial Statement Where Reported
46630VAP7	$	249,855	$	206,924		$	(42,930)	$	206,924		$	837,516		12/31/2012
46631BAK1		15,296,988		14,202,892			(1,094,096)		14,202,892			10,770,042		12/31/2012
46631BAK1		189,687		176,109			(13,578)		176,109			134,626		12/31/2012
46631BAK1		6,479,538		6,008,361			(471,177)		6,008,361			5,581,574		12/31/2012
50180JAG0		26,713,885		20,747,934			(5,965,951)		20,747,934			24,629,224		12/31/2012
55445RAP2		1,444,951		1,444,490			(461)		1,444,490			519,715		12/31/2012
59022HJS2		16,598,865		15,844,814			(754,051)		15,844,814			7,750,253		12/31/2012
59023BAK0		15,594,563		14,870,379			(724,184)		14,870,379			7,848,042		12/31/2012
59023BAM6		456,159		22,892			(433,266)		22,892			1,200,000		12/31/2012
59023BAN4		236,492		—	*		(236,492)		—			700,000		12/31/2012
60687UAM9		496,437		85,464			(410,973)		85,464			1,756,533		12/31/2012
617451CA5		5,239,631		550,331			(4,689,300)		550,331			2,824,626		12/31/2012
87246AAP3		13,693,565		6,311,284			(7,382,282)		6,311,284			7,349,800		12/31/2012
92978QAJ6		35,753		33,483			(2,270)		33,483			88,239		12/31/2012
760985YX3		5,766,943		5,223,161			(543,782)		5,223,161			972,301		12/31/2012
21075WBA2		330,564		330,360			(205)		330,360			324,870		12/31/2012
21075WBA2		330,564		330,360			(205)		330,360			324,870		12/31/2012
21075WBA2		578,488		578,130			(358)		578,130			568,523		12/31/2012
12668ASR7		6,070,997		6,069,630			(1,367)		6,069,630			5,558,397		12/31/2012
75971EAF3		178,733		173,710			(5,022)		173,710			138,312		12/31/2012
75971EAF3		154,524		145,934			(8,589)		145,934			138,312		12/31/2012
05947US74		7,533,142		—	²		(3,642,339)		3,890,803			3,890,803		12/31/2012
07387BEK5		2,903,090		—	²		(439,254)		2,463,835			2,463,835		12/31/2012
07387BEN9		639,703		—	²		(39,654)		600,049			600,049		12/31/2012
07387BEP4		447,976		—	²		(165,005)		282,971			282,971		12/31/2012
226081AC1		4,082,719		—	²		(200,320)		3,882,398			3,882,398		12/31/2012
36828QSJ6		2,004,687		—	²		(343,137)		1,661,550			1,661,550		12/31/2012
46628FAU5		1,384,392		—	²		(634,392)		750,000	��		750,000		12/31/2012
52521TBJ5		3,980,813		—	²		(245,698)		3,735,114			3,735,114		12/31/2012
59023BAL8		1,843,085		—	²		(310,538)		1,532,547			1,532,547		12/31/2012
59025KAJ1		1,613,244		—	²		(859,494)		753,750			753,750		12/31/2012
92976BFZ0		1,232,012		—	²		(178,712)		1,053,300			1,053,300		12/31/2012
92976VAP3		9,585,403		—	²		(2,387,759)		7,197,643			7,197,643		12/31/2012
92976VAT5		5,983,169		—	²		(3,138,249)		2,844,920			2,844,920		12/31/2012
92977QAM0		2,091,944		—	²		(168,444)		1,923,500			1,923,500		12/31/2012
92977RAJ5		3,384,893		—	²		(225,851)		3,159,042			3,159,042		12/31/2012
92977RAK2		2,930,998		—	²		(393,144)		2,537,854			2,537,854		12/31/2012
52108RCB6		7,273,530		—	²		(993,267)		6,280,263			6,280,263		9/30/2012
52108RCD2		7,036,200		—	²		(778,673)		6,257,527			6,257,527		9/30/2012
52108RCF7		8,505,990		—	²		(598,352)		7,907,638			7,907,638		9/30/2012
07387BEK5		3,673,120		—	²		(770,030)		2,903,090			2,903,090		9/30/2012
362332AB4		22,910		—	²		(8)		22,902			22,902		9/30/2012
59025KAK8		3,892,690		—	²		(2,092,690)		1,800,000			1,800,000		9/30/2012
05947US74		13,833,368		—	²		(6,300,225)		7,533,142			7,533,142		9/30/2012
226081AB3		15,000,000		—	²		(3,750,000)		11,250,000			11,250,000		9/30/2012
226081AC1		13,471,331		—	²		(9,655,706)		3,815,625			3,815,625		9/30/2012


TIAA-CREF Investment Horizon Annuity Prospectus		192

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
92976VAP3	$	14,617,299	$	—	²	$	(5,031,897)	$	9,585,403	$	9,585,403		9/30/2012
92976VAT5		9,438,823		—	²		(3,455,259)		5,983,564		5,983,564		9/30/2012
92977RAJ5		6,000,000		—	²		(2,615,107)		3,384,893		3,384,893		9/30/2012
92977RAK2		2,962,587		—	²		(15,634)		2,946,953		2,946,953		9/30/2012
52521TBJ5		4,212,500		—	²		(231,688)		3,980,813		3,980,813		9/30/2012
92976BHK1		5,000,000		—	²		(250,000)		4,750,000		4,750,000		9/30/2012
92978QAH0		12,770,554		—	²		(91,843)		12,678,711		12,678,711		9/30/2012
760985YY1		181,183		101,514			(79,669)		101,514		59,520		9/30/2012
36228CDP5		186,727		50,087			(136,640)		50,087		274,674		9/30/2012
74438WAM8		2,024,377		1,128,540			(895,837)		1,128,540		499,495		9/30/2012
74438WAN6		258,840		—	*		(258,840)		—		136,186		9/30/2012
46625MKS7		1,383,112		945,433			(437,679)		945,433		1,022,136		9/30/2012
22608SAD0		3,496,670		2,889,829			(606,841)		2,889,829		1,793,055		9/30/2012
36228CTS2		4,980,349		3,430,037			(1,550,312)		3,430,037		3,427,190		9/30/2012
46625YBP7		3,000,000		628,747			(2,371,253)		628,747		1,881,730		9/30/2012
03927PAF5		3,032,033		2,246,244			(785,789)		2,246,244		287,500		9/30/2012
05947UVY1		1,571,823		39,034			(1,532,789)		39,034		238,998		9/30/2012
05947UVZ8		66,087		—	*		(66,087)		—		112,082		9/30/2012
61745MX57		107,551		—	*		(107,551)		—		900,000		9/30/2012
396789KB4		10,005,101		9,468,217			(536,884)		9,468,217		3,612,568		9/30/2012
36828QLB0		4,963,498		3,486,452			(1,477,046)		3,486,452		2,686,850		9/30/2012
225458DT2		2,912,471		2,450,756			(461,715)		2,450,756		1,010,946		9/30/2012
05947UE38		7,034,752		2,712,720			(4,322,032)		2,712,720		3,971,018		9/30/2012
46625YRB1		843,417		428,226			(415,191)		428,226		850,172		9/30/2012
617451CA5		5,400,204		5,259,032			(141,171)		5,259,032		4,201,139		9/30/2012
92976BBU5		12,453,625		10,172,078			(2,281,548)		10,172,078		8,361,740		9/30/2012
36228CYQ0		16,065,836		15,584,903			(480,932)		15,584,903		10,121,393		9/30/2012
60687UAL1		13,921,385		11,975,176			(1,946,209)		11,975,176		7,827,095		9/30/2012
36298JAA1		13,518,623		12,387,384			(1,131,238)		12,387,384		6,794,469		9/30/2012
36298JAC7		638,504		552,610			(85,894)		552,610		750,000		9/30/2012
059500AG3		21,252,478		19,096,945			(2,155,533)		19,096,945		14,201,475		9/30/2012
05950WAP3		11,102,176		10,946,184			(155,992)		10,946,184		6,280,871		9/30/2012
46630AAC2		32,356		—	*		(32,356)		—		245,000		9/30/2012
46629PAU2		55,668		—	*		(55,668)		—		671,722		9/30/2012
03762AAD1		2,070,311		691,485			(1,378,826)		691,485		792,000		9/30/2012
03762AAG4		705,549		227,898			(477,651)		227,898		782,100		9/30/2012
03762AAB5		10,000,000		8,495,870			(1,504,130)		8,495,870		3,661,000		9/30/2012
059497AC1		6,751,050		1,401,262			(5,349,788)		1,401,262		3,330,375		9/30/2012
059497AB3		10,014,746		7,773,948			(2,240,798)		7,773,948		4,217,178		9/30/2012
46629YAM1		1,591,997		1,464,468			(127,529)		1,464,468		6,100,464		9/30/2012
46630JAQ2		28,701,207		16,352,163			(12,349,044)		16,352,163		11,846,670		9/30/2012
46630JAS8		1,358,223		263,088			(1,095,135)		263,088		3,833,752		9/30/2012
46630JAU3		796,860		—	*		(796,860)		—		3,426,728		9/30/2012
03762CAE5		7,899,640		6,302,526			(1,597,114)		6,302,526		4,174,000		9/30/2012
50180JAG0		27,846,206		26,702,291			(1,143,915)		26,702,291		23,479,292		9/30/2012
36159XAJ9		16,578,143		15,303,623			(1,274,520)		15,303,623		10,747,086		9/30/2012


		193		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
46630VAP7	$	364,698	$	273,752	$	(90,946)	$	273,752	$	917,117		9/30/2012
46630VAL6		9,680,971		9,492,295		(188,676)		9,492,295		7,140,655		9/30/2012
46631BAK1		19,828,259		15,354,756		(4,473,503)		15,354,756		10,210,292		9/30/2012
46631BAK1		246,192		190,355		(55,837)		190,355		127,629		9/30/2012
073945AN7		3,349,603		3,340,825		(8,778)		3,340,825		2,143,249		9/30/2012
07401DAM3		543,917		512,077		(31,840)		512,077		1,332,471		9/30/2012
07401DAL5		3,205,946		1,369,715		(1,836,230)		1,369,715		2,279,573		9/30/2012
20173QAH4		18,126,485		17,709,384		(417,101)		17,709,384		13,404,050		9/30/2012
36298JAA1		4,953,946		4,432,530		(521,416)		4,432,530		3,397,235		9/30/2012
46631BAK1		8,687,523		6,465,290		(2,222,233)		6,465,290		5,291,484		9/30/2012
22545XAG8		7,233		3,197		(4,036)		3,197		50,661		9/30/2012
92978QAJ6		35,788		34,726		(1,062)		34,726		60,350		9/30/2012
76110HNP0		5,711,479		5,597,608		(113,871)		5,597,608		5,088,171		9/30/2012
76110HNQ8		939,744		784,603		(155,141)		784,603		1,624,425		9/30/2012
76110HSG5		4,784,648		4,704,671		(79,977)		4,704,671		3,965,517		9/30/2012
05949AA75		3,756		1,775		(1,982)		1,775		18		9/30/2012
12667F7D1		21,368,878		21,299,548		(69,330)		21,299,548		21,382,779		9/30/2012
05949AM31		10,620		5,176		(5,444)		5,176		16		9/30/2012
12667GLE1		26,270,946		26,269,408		(1,538)		26,269,408		26,109,807		9/30/2012
76110HX87		20,018,524		19,892,624		(125,900)		19,892,624		18,027,090		9/30/2012
36185MCL4		17,224,540		16,897,255		(327,284)		16,897,255		17,561,933		9/30/2012
45660LPD5		13,145,993		13,006,371		(139,622)		13,006,371		12,226,110		9/30/2012
46628YBK5		27,191,791		27,156,857		(34,934)		27,156,857		27,044,981		9/30/2012
12670AAF8		43,552,511		43,399,026		(153,484)		43,399,026		46,962,161		9/30/2012
74957XAF2		31,083,799		30,828,996		(254,803)		30,828,996		31,789,302		9/30/2012
32052RAM2		14,588,455		14,544,599		(43,856)		14,544,599		15,139,019		9/30/2012
126694JS8		27,122,828		26,913,623		(209,205)		26,913,623		25,906,883		9/30/2012
94985RAP7		52,087,124		51,334,880		(752,244)		51,334,880		53,016,835		9/30/2012
12544LAK7		25,041,260		24,756,837		(284,423)		24,756,837		25,722,450		9/30/2012
94986AAC2		64,950,599		64,501,927		(448,673)		64,501,927		67,306,573		9/30/2012
17025TAV3		24,331,902		24,110,703		(221,199)		24,110,703		23,052,343		9/30/2012
12543XAD8		22,898,163		22,709,910		(188,253)		22,709,910		20,787,558		9/30/2012
94986AAC2		17,361,890		17,241,741		(120,149)		17,241,741		17,948,419		9/30/2012
94986AAC2		17,479,707		17,358,241		(121,466)		17,358,241		17,948,420		9/30/2012
36185MEG3		13,162,042		13,074,938		(87,104)		13,074,938		13,572,045		9/30/2012
126694HK7		14,755,000		14,751,299		(3,701)		14,751,299		14,800,111		9/30/2012
12668AAG0		11,890,062		11,875,532		(14,530)		11,875,532		12,234,209		9/30/2012
94985WAP6		17,801,544		17,775,401		(26,143)		17,775,401		19,113,338		9/30/2012
02660TFM0		8,764,781		8,490,531		(274,250)		8,490,531		7,815,110		6/30/2012
03762AAD1		3,000,000		2,070,658		(929,342)		2,070,658		627,300		6/30/2012
03762AAG4		732,293		713,685		(18,608)		713,685		615,300		6/30/2012
03762CAE5		13,386,226		8,066,318		(5,319,908)		8,066,318		4,070,000		6/30/2012
05947UJT6		333,793		161,142		(172,651)		161,142		203,465		6/30/2012
05947UVY1		1,599,128		1,566,502		(32,626)		1,566,502		226,063		6/30/2012
05947UVZ8		269,262		66,087		(203,175)		66,087		98,240		6/30/2012
059497AC1		6,882,997		6,790,028		(92,969)		6,790,028		3,195,858		6/30/2012


TIAA-CREF Investment Horizon Annuity Prospectus		194

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
05949AM31	$	69,991	$	11,759		$	(58,232)	$	11,759	$	14,102		6/30/2012
05949TBF5		13,416,592		13,381,246			(35,346)		13,381,246		13,169,015		6/30/2012
059500AG3		21,758,948		21,308,270			(450,678)		21,308,270		14,328,513		6/30/2012
07387BEP4		624,641		—	²		(176,666)		447,975		447,975		6/30/2012
07388VAK4		6,268,615		5,189,700			(1,078,915)		5,189,700		3,535,050		6/30/2012
07388YAY8		3,071,222		1,647,280			(1,423,942)		1,647,280		1,037,102		6/30/2012
12543UAD4		39,574,526		39,271,273			(303,253)		39,271,273		36,661,882		6/30/2012
12543UAE2		13,538,330		13,435,251			(103,079)		13,435,251		12,259,932		6/30/2012
12543XAD8		23,507,632		23,453,737			(53,895)		23,453,737		36,034,925		6/30/2012
12544LAK7		26,536,539		26,356,049			(180,490)		26,356,049		25,546,974		6/30/2012
12545CAU4		31,822,762		31,653,395			(169,367)		31,653,395		27,601,525		6/30/2012
12667F5J0		18,034,912		18,016,016			(18,896)		18,016,016		16,552,489		6/30/2012
12667F7D1		22,124,421		21,891,922			(232,499)		21,891,922		20,175,469		6/30/2012
12667FYZ2		5,502,617		4,754,121			(748,496)		4,754,121		4,238,121		6/30/2012
12667GJG9		14,727,772		14,656,762			(71,010)		14,656,762		13,588,948		6/30/2012
12667GUG6		4,282,494		4,260,951			(21,543)		4,260,951		3,724,620		6/30/2012
12668AMH5		19,674,993		19,548,716			(126,277)		19,548,716		18,927,047		6/30/2012
126694AJ7		12,185,170		12,139,150			(46,020)		12,139,150		12,112,013		6/30/2012
126694HK7		15,413,291		15,408,676			(4,615)		15,408,676		14,763,735		6/30/2012
12669E4V5		8,677,291		8,398,456			(278,835)		8,398,456		6,329,948		6/30/2012
12669E4W3		827,218		710,891			(116,327)		710,891		1,481,742		6/30/2012
12670AAF8		43,653,801		43,625,231			(28,570)		43,625,231		40,584,922		6/30/2012
161546HW9		1,428,176		1,222,970			(205,206)		1,222,970		883,174		6/30/2012
161631AV8		36,435,316		36,263,948			(171,368)		36,263,948		34,218,930		6/30/2012
173105AA5		17,142,048		16,797,397			(344,651)		16,797,397		33,111,915		6/30/2012
17310MAQ3		3,919,074		—	²		(1,219,074)		2,700,000		2,700,000		6/30/2012
20173QAH4		28,595,882		27,813,175			(782,707)		27,813,175		19,246,290		6/30/2012
20173QAJ0		5,195,041		1,048,206			(4,146,835)		1,048,206		3,919,043		6/30/2012
21075WCJ2		689,534		668,529			(21,005)		668,529		680,333		6/30/2012
22545DAL1		6,142,839		2,050,893			(4,091,946)		2,050,893		7,216,425		6/30/2012
294751CU4		3,709,178		3,535,031			(174,147)		3,535,031		1,236,565		6/30/2012
32051G2J3		22,125,739		22,068,221			(57,518)		22,068,221		20,845,273		6/30/2012
36159XAJ9		17,018,696		16,460,720			(557,976)		16,460,720		8,713,825		6/30/2012
36170UCQ2		44,552,307		36,154,605			(8,397,702)		36,154,605		17,500,000		6/30/2012
361849N57		802,325		—	*		(802,325)		—		744,201		6/30/2012
36185MCL4		17,612,466		17,551,971			(60,495)		17,551,971		17,090,566		6/30/2012
36228CYQ0		16,361,418		16,161,689			(199,729)		16,161,689		8,707,039		6/30/2012
362332AM0		3,059,858		959,189			(2,100,669)		959,189		2,506,580		6/30/2012
362334ME1		18,227,822		18,002,987			(224,835)		18,002,987		14,110,138		6/30/2012
362334NC4		13,367,859		13,287,718			(80,141)		13,287,718		11,183,957		6/30/2012
362334QC1		7,226,782		7,163,560			(63,222)		7,163,560		6,660,052		6/30/2012
362669AQ6		9,257,495		9,153,232			(104,263)		9,153,232		8,347,214		6/30/2012
36828QSD9		10,768,000		1,605,187			(9,162,813)		1,605,187		5,572,894		6/30/2012
36828QSG2		6,508,662		137,078			(6,371,584)		137,078		2,567,984		6/30/2012
36828QSJ6		2,774,793		—	²		(770,106)		2,004,687		2,004,687		6/30/2012
396789KD0		17,330,831		1,791,128			(15,539,703)		1,791,128		6,222,195		6/30/2012


		195		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
396789KF5	$	1,808,508	$	—	*	$	(1,808,508)	$	—	$	1,322,525		6/30/2012
46625M2U2		1,625,716		988,294			(637,422)		988,294		342,628		6/30/2012
46625M2W8		46,102		34,313			(11,789)		34,313		262,896		6/30/2012
46625M7A1		3,973,461		3,950,819			(22,642)		3,950,819		3,084,394		6/30/2012
46628YBK5		27,654,943		27,440,030			(214,913)		27,440,030		25,104,306		6/30/2012
46629YAM1		2,065,423		1,849,348			(216,075)		1,849,348		6,652,180		6/30/2012
46629YAQ2		301,597		169,683			(131,914)		169,683		1,470,561		6/30/2012
46630VAL6		9,962,086		9,687,361			(274,725)		9,687,361		6,205,905		6/30/2012
46630VAP7		408,455		402,703			(5,752)		402,703		805,004		6/30/2012
50180JAG0		28,518,446		27,858,023			(660,423)		27,858,023		17,988,016		6/30/2012
52108MFL2		6,605,647		—	*		(6,605,647)		—		—		6/30/2012
52108MGC1		301,251		49,464			(251,787)		49,464		1,297,545		6/30/2012
52521RAS0		1,218,037		1,194,917			(23,120)		1,194,917		1,048,377		6/30/2012
59022HJU7		4,747,531		—	²		(1,351,921)		3,395,610		3,395,610		6/30/2012
59023BAM6		708,422		573,302			(135,120)		573,302		1,785,000		6/30/2012
59025KAJ1		1,697,124		—	²		(83,880)		1,613,244		1,613,244		6/30/2012
60688BAJ7		5,007,661		2,134,082			(2,873,579)		2,134,082		3,686,745		6/30/2012
617451CA5		6,470,895		5,418,314			(1,052,581)		5,418,314		3,912,764		6/30/2012
61746WE63		4,651,559		4,604,203			(47,356)		4,604,203		4,885,124		6/30/2012
61749EAE7		14,847,546		14,664,566			(182,980)		14,664,566		10,935,944		6/30/2012
69348HBT4		7,172,713		6,127,145			(1,045,568)		6,127,145		3,712,325		6/30/2012
74957XAF2		32,950,482		32,583,221			(367,261)		32,583,221		31,024,384		6/30/2012
759950GW2		9,351,642		9,055,718			(295,924)		9,055,718		6,203,439		6/30/2012
76110HHA0		7,116,124		6,558,105			(558,019)		6,558,105		6,268,723		6/30/2012
76110HNP0		5,934,416		5,878,642			(55,774)		5,878,642		5,276,482		6/30/2012
76110HNQ8		1,226,566		1,042,805			(183,761)		1,042,805		1,774,406		6/30/2012
76110WSF4		17,641,233		17,309,813			(331,420)		17,309,813		11,191,205		6/30/2012
76110WUL8		14,244,163		14,027,280			(216,883)		14,027,280		6,271,425		6/30/2012
92976BFY3		3,319,962		1,219,737			(2,100,225)		1,219,737		1,763,955		6/30/2012
92976VAT5		9,621,082		9,439,768			(181,314)		9,439,768		5,365,926		6/30/2012
92977QAK4		15,799,000		1,973,805			(13,825,195)		1,973,805		8,124,154		6/30/2012
92977RAK2		3,466,430		2,993,262			(473,168)		2,993,262		2,781,045		6/30/2012
94983SAV4		38,041,925		37,644,570			(397,355)		37,644,570		38,512,520		6/30/2012
94984AAG5		12,413,456		12,319,157			(94,299)		12,319,157		12,838,872		6/30/2012
94984AAR1		28,427,701		28,371,263			(56,438)		28,371,263		28,211,100		6/30/2012
94984AAS9		8,624,337		8,616,700			(7,637)		8,616,700		37,964,026		6/30/2012
94985LAF2		34,434,188		33,847,092			(587,096)		33,847,092		34,348,347		6/30/2012
94986AAC2		104,712,867		104,446,017			(266,850)		104,446,017		103,707,609		6/30/2012
03927PAF5		4,097,319		3,075,581			(1,021,738)		3,075,581		400,000		3/31/2012
03927PAH1		170,912		—	*		(170,912)		—		15,000		3/31/2012
03927PAG3		116,319		—	*		(116,319)		—		7,500		3/31/2012
05947UVY1		1,730,975		1,599,128			(131,847)		1,599,128		248,170		3/31/2012
059500AG3		23,991,105		21,807,242			(2,183,863)		21,807,242		14,344,230		3/31/2012
059497AC1		7,619,871		6,753,523			(866,348)		6,753,523		4,931,900		3/31/2012
07388YAY8		3,698,308		3,098,266			(600,042)		3,098,266		1,286,326		3/31/2012
07401DAL5		4,321,838		3,267,944			(1,053,894)		3,267,944		2,103,813		3/31/2012


TIAA-CREF Investment Horizon Annuity Prospectus		196

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
07401DAN1	$	1,308,341	$	1,073,000		$	(235,341)	$	1,073,000	$	2,934,595		3/31/2012
07401DAM3		650,208		636,894			(13,314)		636,894		1,225,088		3/31/2012
17310MAS9		139,557		—	*		(139,557)		—		400,000		3/31/2012
17310MAL4		809,483		701,618			(107,865)		701,618		1,614,784		3/31/2012
226081AC1		15,000,000		13,196,967			(1,803,033)		13,196,967		3,750,000		3/31/2012
22545XAG8		9,418		8,641			(777)		8,641		45,569		3/31/2012
396789KF5		2,750,861		1,808,508			(942,353)		1,808,508		2,006,085		3/31/2012
36828QSG2		8,886,034		6,609,165			(2,276,869)		6,609,165		2,511,126		3/31/2012
36159XAJ9		18,075,726		16,999,560			(1,076,166)		16,999,560		9,429,960		3/31/2012
36170UCQ2		50,006,750		44,638,189			(5,368,561)		44,638,189		18,500,000		3/31/2012
361849N57		2,498,005		932,692			(1,565,313)		932,692		1,064,682		3/31/2012
36228CYQ0		17,139,723		16,591,446			(548,277)		16,591,446		10,480,774		3/31/2012
362332AM0		4,193,532		3,211,574			(981,958)		3,211,574		2,501,155		3/31/2012
36298JAA1		19,270,136		18,645,869			(624,267)		18,645,869		9,024,418		3/31/2012
46625M2W8		718,878		80,154			(638,724)		80,154		544,649		3/31/2012
46625M2U2		1,933,117		1,650,190			(282,927)		1,650,190		839,863		3/31/2012
46625YRB1		1,552,608		849,009			(703,599)		849,009		872,913		3/31/2012
46629PAG3		1,923,444		629,946			(1,293,498)		629,946		1,972,653		3/31/2012
46629PAU2		252,381		109,816			(142,565)		109,816		420,000		3/31/2012
46630AAC2		135,940		113,054			(22,886)		113,054		507,500		3/31/2012
46629YAM1		2,722,648		2,316,128			(406,520)		2,316,128		6,841,688		3/31/2012
46629YAQ2		403,667		368,342			(35,325)		368,342		1,435,833		3/31/2012
46630VAP7		503,239		445,838			(57,401)		445,838		860,255		3/31/2012
50180JAG0		29,421,933		28,528,328			(893,605)		28,528,328		22,288,749		3/31/2012
60687UAL1		18,630,039		14,068,393			(4,561,646)		14,068,393		6,703,769		3/31/2012
60687UAM9		1,211,212		719,541			(491,671)		719,541		1,425,431		3/31/2012
55312TAG8		15,993,661		11,729,221			(4,264,440)		11,729,221		11,710,318		3/31/2012
59022HJS2		19,602,631		16,750,885			(2,851,746)		16,750,885		10,924,354		3/31/2012
59023BAM6		852,744		777,989			(74,755)		777,989		1,815,000		3/31/2012
61746WE63		5,223,712		4,558,844			(664,868)		4,558,844		4,756,946		3/31/2012
03762AAG4		1,927,848		781,662			(1,146,186)		781,662		817,800		3/31/2012
03762CAE5		15,300,852		13,477,162			(1,823,690)		13,477,162		5,274,000		3/31/2012
69348HBT4		11,257,496		10,736,009			(521,487)		10,736,009		6,011,014		3/31/2012
92976BFY3		5,004,685		3,345,962			(1,658,723)		3,345,962		2,633,728		3/31/2012
92976BFZ0		1,944,020		1,339,186			(604,834)		1,339,186		4,643,300		3/31/2012
92977RAK2		3,899,093		3,504,932			(394,161)		3,504,932		2,633,330		3/31/2012
93934DAQ0		157,705		154,642			(3,063)		154,642		154,371		3/31/2012
02660TFM0		8,915,850		8,781,984			(133,866)		8,781,984		6,462,980		3/31/2012
294751CU4		3,777,924		3,709,800			(68,124)		3,709,800		1,329,517		3/31/2012
05948KP37		9,696,291		9,372,211			(324,080)		9,372,211		8,247,443		3/31/2012
05949TBF5		14,080,977		14,060,674			(20,303)		14,060,674		13,860,502		3/31/2012
05949YAC2		11,181,786		11,077,225			(104,561)		11,077,225		10,681,716		3/31/2012
12543UAD4		39,803,535		39,656,412			(147,123)		39,656,412		36,063,504		3/31/2012
12543UAE2		13,826,679		13,787,864			(38,815)		13,787,864		12,368,960		3/31/2012
12543XAD8		23,845,753		23,783,722			(62,031)		23,783,722		38,733,966		3/31/2012
12544AAC9		46,211,075		45,875,845			(335,230)		45,875,845		43,857,150		3/31/2012


		197		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12545CAU4	$	33,345,918	$	32,943,812		$	(402,106)	$	32,943,812	$	30,068,254		3/31/2012
12566RAG6		32,645,165		31,609,034			(1,036,131)		31,609,034		26,651,272		3/31/2012
12667F5J0		18,496,365		18,415,016			(81,349)		18,415,016		17,036,641		3/31/2012
12667FYZ2		6,127,484		5,924,528			(202,956)		5,924,528		5,268,084		3/31/2012
12667GBA0		40,470,851		40,460,359			(10,492)		40,460,359		57,575,147		3/31/2012
12667GFB4		61,503,248		61,358,880			(144,368)		61,358,880		57,438,367		3/31/2012
12667GQA4		20,297,838		20,035,772			(262,066)		20,035,772		18,409,732		3/31/2012
12668AAG0		12,666,531		12,533,282			(133,249)		12,533,282		11,896,006		3/31/2012
12668AMH5		20,094,299		20,089,659			(4,640)		20,089,659		18,723,757		3/31/2012
126694XQ6		29,628,767		28,997,984			(630,783)		28,997,984		28,753,277		3/31/2012
12669EL95		6,892,323		6,107,068			(785,255)		6,107,068		5,962,426		3/31/2012
12669YAF9		17,415,527		17,368,357			(47,170)		17,368,357		15,276,915		3/31/2012
12670AAF8		43,931,290		43,723,746			(207,544)		43,723,746		40,497,490		3/31/2012
16163BAP9		26,828,880		26,583,068			(245,812)		26,583,068		23,883,701		3/31/2012
173105AA5		17,849,631		17,295,350			(554,281)		17,295,350		33,649,187		3/31/2012
32051G2J3		21,836,523		21,773,507			(63,016)		21,773,507		18,982,238		3/31/2012
32051GN35		24,404,858		24,072,518			(332,340)		24,072,518		23,374,393		3/31/2012
32051GP41		19,237,781		18,976,918			(260,863)		18,976,918		18,191,200		3/31/2012
32051GVL6		22,734,824		22,500,748			(234,076)		22,500,748		21,047,581		3/31/2012
32052RAM2		17,650,370		17,527,669			(122,701)		17,527,669		16,629,858		3/31/2012
36185MCL4		18,070,244		17,926,899			(143,345)		17,926,899		17,299,053		3/31/2012
52521RAS0		1,457,118		1,341,799			(115,319)		1,341,799		1,230,650		3/31/2012
576434FV1		3,535,359		2,733,022			(802,337)		2,733,022		2,421,774		3/31/2012
576434SW5		5,935,941		5,224,519			(711,422)		5,224,519		4,132,898		3/31/2012
74951PCY2		815,537		624,580			(190,957)		624,580		419,838		3/31/2012
74957EAE7		16,268,852		16,213,191			(55,661)		16,213,191		15,099,680		3/31/2012
74957EAF4		33,400,652		33,205,596			(195,056)		33,205,596		30,244,486		3/31/2012
74957VAQ2		17,998,524		17,959,283			(39,241)		17,959,283		16,492,900		3/31/2012
74957XAF2		34,181,152		34,157,387			(23,765)		34,157,387		32,241,167		3/31/2012
76110HHA0		7,430,484		7,410,160			(20,324)		7,410,160		6,546,208		3/31/2012
76110HNQ8		2,175,407		1,304,971			(870,436)		1,304,971		1,962,670		3/31/2012
76110HX87		20,920,644		20,909,644			(11,000)		20,909,644		17,159,174		3/31/2012
761118PQ5		10,370,246		10,320,154			(50,092)		10,320,154		9,168,236		3/31/2012
86359BFG1		1,354,808		772,407			(582,401)		772,407		614,009		3/31/2012
94980SAS4		37,327,551		37,125,634			(201,917)		37,125,634		38,290,480		3/31/2012
94980SBJ3		18,809,209		18,676,165			(133,044)		18,676,165		19,090,280		3/31/2012
949837CC0		24,318,442		24,094,300			(224,142)		24,094,300		23,330,721		3/31/2012
94983SAV4		38,865,634		38,006,398			(859,236)		38,006,398		38,594,720		3/31/2012
94984AAG5		12,688,720		12,406,546			(282,174)		12,406,546		12,886,206		3/31/2012
94984FAR0		32,918,269		32,847,539			(70,730)		32,847,539		51,109,162		3/31/2012
94984HAC9		35,234,983		34,945,769			(289,214)		34,945,769		43,293,935		3/31/2012
94984JAE1		48,737,842		48,475,543			(262,299)		48,475,543		47,664,691		3/31/2012
94985LAF2		37,123,314		36,283,916			(839,398)		36,283,916		36,668,371		3/31/2012
52108RCH3		7,597,426		—	²		(1,731,676)		5,865,750		5,865,750		3/31/2012
36828QSJ6		4,267,678		—	²		(1,492,886)		2,774,792		2,774,792		3/31/2012
52108RCF7		9,530,616		—	²		(1,024,626)		8,505,990		8,505,990		3/31/2012


TIAA-CREF Investment Horizon Annuity Prospectus		198

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
92976BBV3	$	10,142,088	$	—	²	$	(797,059)	$	9,345,029	$	9,345,029		3/31/2012
52108RCD2		7,647,568		—	²		(611,369)		7,036,199		7,036,199		3/31/2012
07387BEN9		1,151,438		—	²		(511,735)		639,703		639,703		3/31/2012
52108RBX9		9,752,984		—	²		(417,859)		9,335,125		9,335,125		3/31/2012
52108RCB6		7,690,609		—	²		(417,080)		7,273,529		7,273,529		3/31/2012
52108RBZ4		9,672,215		—	²		(385,016)		9,287,199		9,287,199		3/31/2012
46628FAU5		1,464,501		—	²		(80,110)		1,384,391		1,384,391		3/31/2012
59025KAJ1		1,771,647		—	²		(74,524)		1,697,123		1,697,123		3/31/2012
17310MAQ3		3,988,101		—	²		(69,027)		3,919,074		3,919,074		3/31/2012
004421MW0		22,591,560		22,415,344			(176,216)		22,415,344		16,999,971		12/31/2011
12668ASQ9		15,553,893		15,403,907			(149,986)		15,403,907		13,365,858		12/31/2011
12668ASR7		6,286,385		6,153,807			(132,578)		6,153,807		4,577,427		12/31/2011
161546FJ0		2,543,448		2,503,870			(39,578)		2,503,870		1,341,142		12/31/2011
21075WBA2		1,428,491		1,374,301			(54,190)		1,374,301		1,347,187		12/31/2011
21075WCJ2		742,471		723,050			(19,421)		723,050		706,888		12/31/2011
22541S5T1		4,997,995		4,717,562			(280,433)		4,717,562		2,578,420		12/31/2011
251511AC5		13,001,316		12,456,530			(544,786)		12,456,530		11,115,631		12/31/2011
294751BQ4		1,400,662		1,130,716			(269,946)		1,130,716		596,090		12/31/2011
294751BY7		2,303,908		2,083,863			(220,045)		2,083,863		1,362,934		12/31/2011
294751FC1		424,059		245,031			(179,028)		245,031		481,165		12/31/2011
3622ELAD8		34,344,829		32,885,188			(1,459,641)		32,885,188		26,326,768		12/31/2011
61749EAE7		15,855,707		15,621,821			(233,886)		15,621,821		11,248,225		12/31/2011
75971EAF3		353,565		337,595			(15,970)		337,595		198,481		12/31/2011
760985YY1		260,203		217,084			(43,119)		217,084		99,483		12/31/2011
03762CAE5		19,030,571		15,365,581			(3,664,990)		15,365,581		4,324,000		12/31/2011
059500AG3		25,048,068		24,002,215			(1,045,853)		24,002,215		13,928,185		12/31/2011
05950WAP3		17,080,256		11,361,761			(5,718,495)		11,361,761		10,205,143		12/31/2011
05950XAJ5		19,827,696		19,777,781			(49,915)		19,777,781		11,880,270		12/31/2011
07388YAY8		5,637,345		3,777,667			(1,859,678)		3,777,667		2,174,987		12/31/2011
07388YBA9		2,111,151		—	*		(2,111,151)		—		1,489,308		12/31/2011
07401DAL5		5,422,242		4,332,442			(1,089,800)		4,332,442		2,849,643		12/31/2011
07401DAM3		2,052,629		694,611			(1,358,018)		694,611		1,570,166		12/31/2011
17310MAL4		2,234,420		872,009			(1,362,411)		872,009		1,573,349		12/31/2011
17310MAS9		162,759		139,556			(23,203)		139,556		720,000		12/31/2011
20047QAM7		2,058,527		2,001,047			(57,480)		2,001,047		8,316,304		12/31/2011
225458VV7		10,008,698		9,869,824			(138,874)		9,869,824		6,488,972		12/31/2011
225458VY1		1,871,162		931,334			(939,828)		931,334		838,537		12/31/2011
22545XAG8		20,411		10,369			(10,042)		10,369		40,301		12/31/2011
36159XAJ9		18,258,715		18,091,151			(167,564)		18,091,151		8,454,269		12/31/2011
36228CWB5		25,278,369		22,690,676			(2,587,693)		22,690,676		14,480,243		12/31/2011
396789KF5		2,814,647		2,770,038			(44,609)		2,770,038		1,782,400		12/31/2011
46625M2Y4		90,542		—	*		(90,542)		—		325,809		12/31/2011
46625M7A1		6,030,156		4,030,987			(1,999,169)		4,030,987		917,897		12/31/2011
46625MQ77		115,005		—	*		(115,005)		—		183,273		12/31/2011
46625YA60		269,520		266,222			(3,298)		266,222		1,204,869		12/31/2011
46630VAP7		786,932		538,761			(248,171)		538,761		1,208,319		12/31/2011


		199		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
50180JAG0	$	31,643,343	$	29,504,194		$	(2,139,149)	$	29,504,194	$	17,105,627		12/31/2011
60687UAL1		19,129,917		18,630,476			(499,441)		18,630,476		9,338,153		12/31/2011
60687UAM9		1,995,422		1,274,639			(720,783)		1,274,639		1,860,876		12/31/2011
69348HBT4		11,973,543		11,186,588			(786,955)		11,186,588		5,836,449		12/31/2011
74438WAN6		305,442		258,839			(46,603)		258,839		187,853		12/31/2011
92976BFZ0		8,536,283		2,040,473			(6,495,810)		2,040,473		4,295,675		12/31/2011
92976BGE6		653,988		544,541			(109,447)		544,541		1,444,195		12/31/2011
92976VAT5		9,903,330		9,618,391			(284,939)		9,618,391		5,811,388		12/31/2011
92977QAM0		8,175,546		2,091,944			(6,083,602)		2,091,944		10,268,650		12/31/2011
92977QAP3		895,885		374,432			(521,453)		374,432		5,627,130		12/31/2011
92978TAM3		1,943,041		—	*		(1,943,041)		—		7,411,617		12/31/2011
05948KKZ1		3,497,270		3,182,834			(314,436)		3,182,834		2,371,208		12/31/2011
05949AA67		1,128,478		1,081,178			(47,300)		1,081,178		2,746,501		12/31/2011
05949AM31		76,222		69,991			(6,231)		69,991		52,033		12/31/2011
12669E4V5		9,046,295		8,974,503			(71,792)		8,974,503		6,551,168		12/31/2011
12669E4W3		1,566,728		1,061,141			(505,587)		1,061,141		1,580,772		12/31/2011
12669EL95		7,358,570		7,002,255			(356,315)		7,002,255		6,085,718		12/31/2011
12669EWY8		7,947,570		7,392,317			(555,253)		7,392,317		5,713,418		12/31/2011
12669EWZ5		757,315		705,056			(52,259)		705,056		1,711,058		12/31/2011
22541SVH8		5,026,531		4,205,902			(820,629)		4,205,902		3,273,345		12/31/2011
251510ET6		2,308,450		1,587,724			(720,726)		1,587,724		2,663,480		12/31/2011
32051GDH5		1,261,349		950,225			(311,124)		950,225		885,279		12/31/2011
36185NJ50		1,643,240		1,582,400			(60,840)		1,582,400		1,394,056		12/31/2011
36185NW55		1,438,957		1,379,484			(59,473)		1,379,484		1,144,329		12/31/2011
74951PEA2		265,968		219,733			(46,235)		219,733		334,464		12/31/2011
7609856L0		3,647,060		3,197,376			(449,684)		3,197,376		2,937,238		12/31/2011
76110HHA0		7,821,928		7,732,724			(89,204)		7,732,724		6,833,214		12/31/2011
76110HSG5		5,335,610		5,214,665			(120,945)		5,214,665		5,207,641		12/31/2011
05949TBF5		14,539,522		14,376,599			(162,923)		14,376,599		13,957,421		12/31/2011
12667GUG6		4,686,673		4,579,177			(107,496)		4,579,177		4,302,914		12/31/2011
32051G2H7		9,425,438		9,061,820			(363,618)		9,061,820		8,061,549		12/31/2011
32051GN35		25,013,674		24,819,498			(194,176)		24,819,498		23,227,400		12/31/2011
32051GNS0		2,830,893		2,415,871			(415,022)		2,415,871		5,504,762		12/31/2011
32051GSQ9		6,940,626		6,588,863			(351,763)		6,588,863		12,743,891		12/31/2011
92977YBQ3		8,053,327		7,203,202			(850,125)		7,203,202		9,640,415		12/31/2011
94985JCA6		28,110,187		27,677,160			(433,027)		27,677,160		26,444,910		12/31/2011
32051GP41		19,478,025		19,238,580			(239,445)		19,238,580		17,501,620		12/31/2011
949837AF5		68,067,065		67,125,276			(941,789)		67,125,276		63,007,793		12/31/2011
94984HAC9		35,382,919		35,259,321			(123,598)		35,259,321		44,366,701		12/31/2011
94985WAP6		19,305,817		19,109,418			(196,399)		19,109,418		18,637,274		12/31/2011
05949YAC2		11,697,309		11,058,756			(638,553)		11,058,756		9,947,093		12/31/2011
12667F2J3		42,493,417		41,990,777			(502,640)		41,990,777		38,184,902		12/31/2011
12667GJR5		52,238,578		51,716,807			(521,771)		51,716,807		42,382,367		12/31/2011
32051G2J3		21,816,767		21,604,152			(212,615)		21,604,152		18,313,327		12/31/2011
76111XN90		7,442,211		7,261,986			(180,225)		7,261,986		6,972,081		12/31/2011
94985WAQ4		78,543,947		77,054,573			(1,489,374)		77,054,573		74,163,533		12/31/2011


TIAA-CREF Investment Horizon Annuity Prospectus		200

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
02147QAE2	$	39,337,111	$	38,882,221	$	(454,890)	$	38,882,221	$	33,224,390		12/31/2011
02151FAD1		35,416,605		35,192,440		(224,165)		35,192,440		33,825,680		12/31/2011
05948KC98		16,299,738		16,153,307		(146,431)		16,153,307		14,667,519		12/31/2011
05948KP37		9,927,884		9,916,487		(11,397)		9,916,487		9,203,366		12/31/2011
05950RAK5		27,835,569		27,671,346		(164,223)		27,671,346		26,103,546		12/31/2011
12543UAD4		40,684,575		39,858,306		(826,269)		39,858,306		34,747,225		12/31/2011
12543UAE2		14,258,736		13,984,348		(274,388)		13,984,348		11,959,746		12/31/2011
12543XAD8		24,330,818		24,020,519		(310,299)		24,020,519		37,876,184		12/31/2011
12544DAK5		21,263,750		20,670,543		(593,207)		20,670,543		19,855,762		12/31/2011
12544DAQ2		15,139,862		14,729,039		(410,823)		14,729,039		14,114,085		12/31/2011
12544LAK7		28,564,821		28,564,411		(410)		28,564,411		28,371,660		12/31/2011
12544RAL2		8,464,824		8,315,419		(149,405)		8,315,419		7,412,400		12/31/2011
12667F4N2		8,936,680		8,781,423		(155,257)		8,781,423		7,896,344		12/31/2011
12667F5Z4		25,640,140		25,198,370		(441,770)		25,198,370		21,765,290		12/31/2011
12667F7D1		23,222,032		23,213,847		(8,185)		23,213,847		20,760,221		12/31/2011
12667GFB4		62,309,602		62,103,000		(206,602)		62,103,000		57,708,345		12/31/2011
12667GFT5		18,406,789		18,097,001		(309,788)		18,097,001		15,339,699		12/31/2011
12667GKE2		13,340,301		13,268,591		(71,710)		13,268,591		11,223,530		12/31/2011
12667GLE1		27,739,481		27,514,390		(225,091)		27,514,390		24,804,232		12/31/2011
12667GQA4		20,607,678		20,451,471		(156,207)		20,451,471		18,191,516		12/31/2011
12668AAG0		13,402,901		12,916,976		(485,925)		12,916,976		13,010,199		12/31/2011
126694JS8		27,613,195		27,122,138		(491,057)		27,122,138		23,122,404		12/31/2011
126694XQ6		30,333,090		29,648,783		(684,307)		29,648,783		27,666,690		12/31/2011
12669YAF9		18,085,807		17,898,160		(187,647)		17,898,160		16,105,757		12/31/2011
12669YAX0		13,211,327		13,153,470		(57,857)		13,153,470		9,785,452		12/31/2011
12670AAF8		44,668,605		43,974,056		(694,549)		43,974,056		39,296,110		12/31/2011
161631AV8		39,102,113		38,849,870		(252,243)		38,849,870		36,394,968		12/31/2011
16163BAP9		27,227,221		26,855,354		(371,867)		26,855,354		24,058,902		12/31/2011
170255AS2		14,453,750		14,052,285		(401,465)		14,052,285		12,797,879		12/31/2011
17025AAB8		15,878,895		14,907,194		(971,701)		14,907,194		16,706,175		12/31/2011
17025JAB9		36,480,861		36,150,043		(330,818)		36,150,043		34,331,281		12/31/2011
17025TAV3		27,283,438		26,829,885		(453,553)		26,829,885		24,516,797		12/31/2011
17312FAD5		9,783,950		9,663,490		(120,460)		9,663,490		8,790,970		12/31/2011
32051GFL4		6,947,633		6,743,701		(203,932)		6,743,701		6,749,021		12/31/2011
32051GUQ6		20,646,005		20,566,812		(79,193)		20,566,812		18,677,368		12/31/2011
32051GVL6		23,167,772		22,949,745		(218,027)		22,949,745		20,749,766		12/31/2011
36185MEG3		14,048,228		13,887,960		(160,268)		13,887,960		13,939,519		12/31/2011
3622MPAN8		28,418,236		28,346,905		(71,331)		28,346,905		27,359,350		12/31/2011
3622MPBE7		49,423,845		49,367,449		(56,396)		49,367,449		45,604,100		12/31/2011
362669AQ6		9,800,494		9,689,758		(110,736)		9,689,758		9,494,484		12/31/2011
45660LPD5		13,382,334		13,151,674		(230,660)		13,151,674		10,948,805		12/31/2011
46627MAC1		10,184,151		9,933,001		(251,150)		9,933,001		7,945,644		12/31/2011
46628YBK5		28,210,123		27,685,765		(524,358)		27,685,765		24,243,108		12/31/2011
58550PAC0		588,658		446,296		(142,362)		446,296		540,515		12/31/2011
749577AL6		17,298,863		17,200,477		(98,386)		17,200,477		15,205,934		12/31/2011
74957VAQ2		18,823,946		18,766,902		(57,044)		18,766,902		17,094,112		12/31/2011


		201		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
74957XAF2	$	35,043,094	$	34,928,034		$	(115,060)	$	34,928,034	$	29,419,918		12/31/2011
749583AH3		9,617,142		9,588,658			(28,484)		9,588,658		8,623,983		12/31/2011
74958AAD6		28,218,004		27,857,101			(360,903)		27,857,101		24,432,287		12/31/2011
74958AAH7		24,779,658		24,562,278			(217,380)		24,562,278		22,037,429		12/31/2011
76110HX53		9,390,953		9,350,418			(40,535)		9,350,418		8,590,219		12/31/2011
949772AD9		26,064,111		26,032,967			(31,144)		26,032,967		25,707,965		12/31/2011
94980SAS4		37,499,780		37,305,760			(194,020)		37,305,760		38,106,160		12/31/2011
94980SBJ3		18,895,713		18,800,399			(95,314)		18,800,399		18,496,460		12/31/2011
949837BE7		19,710,586		19,441,226			(269,360)		19,441,226		18,563,052		12/31/2011
949837BK3		8,461,277		8,343,680			(117,597)		8,343,680		7,879,095		12/31/2011
949837CC0		25,066,550		24,701,523			(365,027)		24,701,523		23,881,548		12/31/2011
94984AAR1		28,695,367		28,439,129			(256,238)		28,439,129		27,287,880		12/31/2011
94984AAS9		9,070,812		9,031,927			(38,885)		9,031,927		38,971,534		12/31/2011
94984FAR0		33,820,848		33,486,156			(334,692)		33,486,156		50,826,958		12/31/2011
94985JAB6		47,805,425		46,890,799			(914,626)		46,890,799		45,631,000		12/31/2011
94985JBR0		28,796,377		28,237,483			(558,894)		28,237,483		27,341,087		12/31/2011
94985LAD7		15,367,803		14,899,982			(467,821)		14,899,982		14,659,815		12/31/2011
94985RAP7		60,111,130		59,299,392			(811,738)		59,299,392		56,583,744		12/31/2011
94985WBL4		36,679,399		36,086,592			(592,807)		36,086,592		35,280,570		12/31/2011
94986AAC2		108,934,925		107,831,375			(1,103,550)		107,831,375		102,662,685		12/31/2011
17310MAQ3		4,720,890		—	²		(732,789)		3,988,101		3,988,101		12/31/2011
19075CAJ2		4,708,261		—	²		(486,329)		4,221,932		4,221,932		12/31/2011
19075CAK9		5,375,311		—	²		(140,726)		5,234,585		5,234,585		12/31/2011
46628FAU5		1,566,902		—	²		(102,400)		1,464,502		1,464,502		12/31/2011
59025KAJ1		1,902,971		—	²		(131,323)		1,771,648		1,771,648		12/31/2011
92976BBV3		11,050,865		—	²		(908,776)		10,142,089		10,142,089		12/31/2011
004421MW0		23,869,919		23,338,255			(531,664)		23,338,255		17,755,371		9/30/2011
05947U6C7		20,574,137		19,297,180			(1,276,957)		19,297,180		11,127,386		9/30/2011
05948KLA5		251,425		245,722			(5,703)		245,722		609,380		9/30/2011
05949AM31		94,954		76,222			(18,732)		76,222		80,680		9/30/2011
05949TBF5		15,295,706		15,260,891			(34,815)		15,260,891		15,054,284		9/30/2011
05950XAJ5		20,044,794		19,834,096			(210,698)		19,834,096		13,827,214		9/30/2011
059511AK1		3,839,391		1,637,950			(2,201,441)		1,637,950		1,167,394		9/30/2011
059511AL9		3,748,791		542,271			(3,206,520)		542,271		1,722,948		9/30/2011
07388VAK4		7,626,772		6,344,300			(1,282,472)		6,344,300		3,715,392		9/30/2011
07388VAL2		3,292,020		2,952,388			(339,632)		2,952,388		7,589,981		9/30/2011
07388YBA9		2,578,515		2,129,725			(448,790)		2,129,725		2,249,971		9/30/2011
12543UAD4		41,224,372		40,773,524			(450,848)		40,773,524		35,252,740		9/30/2011
12543UAE2		14,631,007		14,523,778			(107,229)		14,523,778		12,316,542		9/30/2011
12543XAD8		24,604,683		24,459,424			(145,259)		24,459,424		24,145,850		9/30/2011
12545CAU4		36,163,938		35,885,213			(278,725)		35,885,213		34,149,720		9/30/2011
12566XAE8		28,324,818		27,959,736			(365,082)		27,959,736		26,512,878		9/30/2011
12566XAG3		13,448,822		13,143,200			(305,622)		13,143,200		12,632,660		9/30/2011
126670CL0		19,762,888		18,725,504			(1,037,384)		18,725,504		16,979,265		9/30/2011
126670GR3		5,167,251		4,933,550			(233,701)		4,933,550		2,618,574		9/30/2011
126670QT8		3,070,989		3,025,169			(45,820)		3,025,169		2,336,675		9/30/2011


TIAA-CREF Investment Horizon Annuity Prospectus		202

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
126670QU5	$	10,850,281	$	10,623,307		$	(226,974)	$	10,623,307	$	7,414,440		9/30/2011
12667FMJ1		15,390,872		14,991,177			(399,695)		14,991,177		9,049,653		9/30/2011
12667GQA4		21,147,716		20,976,951			(170,765)		20,976,951		18,026,894		9/30/2011
12668ASR7		6,350,809		6,304,821			(45,988)		6,304,821		4,724,677		9/30/2011
126694JS8		27,781,151		27,603,141			(178,010)		27,603,141		23,212,641		9/30/2011
12669YAF9		18,877,231		18,704,323			(172,908)		18,704,323		17,063,109		9/30/2011
12669YAH5		14,499,875		14,321,116			(178,759)		14,321,116		12,599,988		9/30/2011
12669YAX0		14,076,715		13,925,667			(151,048)		13,925,667		12,074,555		9/30/2011
161631AV8		39,254,318		39,137,734			(116,584)		39,137,734		36,591,824		9/30/2011
17025JAB9		36,628,466		36,485,065			(143,401)		36,485,065		34,773,813		9/30/2011
17307GVJ4		9,875,066		9,672,443			(202,623)		9,672,443		9,934,363		9/30/2011
17310MAS9		217,952		210,763			(7,189)		210,763		946,070		9/30/2011
20173MAN0		3,713,203		3,699,090			(14,113)		3,699,090		5,100,000		9/30/2011
20173QAJ0		6,096,193		5,393,157			(703,036)		5,393,157		5,407,908		9/30/2011
20173QAK7		836,318		641,753			(194,565)		641,753		2,796,231		9/30/2011
21075WBA2		1,524,463		1,494,595			(29,868)		1,494,595		1,458,058		9/30/2011
22541Q4M1		6,252,359		5,912,667			(339,692)		5,912,667		3,774,210		9/30/2011
225458VY1		2,655,464		1,988,615			(666,849)		1,988,615		1,989,750		9/30/2011
22545XAG8		46,759		20,651			(26,108)		20,651		36,009		9/30/2011
32051GUQ6		20,813,600		20,636,064			(177,536)		20,636,064		18,495,702		9/30/2011
32051GVL6		23,490,915		23,438,918			(51,997)		23,438,918		21,821,759		9/30/2011
36157TJG7		983,821		—	²		(121,880)		861,941		861,941		9/30/2011
36228CDP5		471,909		266,055			(205,854)		266,055		831,507		9/30/2011
36228CWB5		32,052,168		25,368,074			(6,684,094)		25,368,074		14,035,764		9/30/2011
3622MPBE7		49,585,723		49,466,350			(119,373)		49,466,350		45,826,150		9/30/2011
396789KF5		3,202,256		2,833,921			(368,335)		2,833,921		1,686,993		9/30/2011
42332QAL7		2,730,543		2,718,239			(12,304)		2,718,239		1,375,070		9/30/2011
46625YA60		1,358,830		307,473			(1,051,357)		307,473		1,052,876		9/30/2011
46625YRB1		2,181,256		1,599,726			(581,530)		1,599,726		1,037,184		9/30/2011
46628SAG8		18,266,766		17,826,876			(439,890)		17,826,876		14,470,465		9/30/2011
46628YBK5		28,634,253		28,222,762			(411,491)		28,222,762		26,701,133		9/30/2011
46628YBP4		14,979,014		14,024,082			(954,932)		14,024,082		13,802,096		9/30/2011
46629PAG3		2,495,437		1,966,524			(528,913)		1,966,524		2,891,205		9/30/2011
50177AAL3		200,996		9,902			(191,094)		9,902		3,900,515		9/30/2011
50180JAG0		34,812,879		31,695,404			(3,117,475)		31,695,404		18,529,224		9/30/2011
52521RAS0		1,619,807		1,564,384			(55,423)		1,564,384		1,626,438		9/30/2011
525221CM7		23,250,372		21,935,145			(1,315,227)		21,935,145		15,515,449		9/30/2011
52523KAH7		9,804,380		9,624,320			(180,060)		9,624,320		7,023,874		9/30/2011
55312TAG8		19,718,435		16,110,600			(3,607,835)		16,110,600		11,109,030		9/30/2011
55312TAH6		1,426,882		798,219			(628,663)		798,219		5,148,109		9/30/2011
58550PAC0		701,448		628,080			(73,368)		628,080		579,586		9/30/2011
59022HJS2		20,301,794		19,617,805			(683,989)		19,617,805		10,878,474		9/30/2011
60688BAJ7		11,584,760		5,857,859			(5,726,901)		5,857,859		5,564,470		9/30/2011
617451CA5		6,618,726		6,475,244			(143,482)		6,475,244		3,126,802		9/30/2011
61745MU50		3,976,991		2,642,754			(1,334,237)		2,642,754		1,670,635		9/30/2011
61745MU68		356,186		233,081			(123,105)		233,081		1,540,732		9/30/2011


		203		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment			Fair Value as of Impairment Date		Date of Financial Statement Where Reported
61749EAE7	$	16,389,173	$	16,237,957		$	(151,216)	$	16,237,957		$	9,506,129		9/30/2011
61750YAF6		27,638,067		26,699,216			(938,851)		26,699,216			18,884,468		9/30/2011
61754KAH8		25,173,879		20,992,729			(4,181,150)		20,992,729			17,832,370		9/30/2011
61755BAH7		49,044,448		47,427,779			(1,616,669)		47,427,779			27,906,835		9/30/2011
73316PGH7		10,289,711		10,221,039			(68,672)		10,221,039			8,225,465		9/30/2011
73316PGJ3		13,120,319		12,179,070			(941,249)		12,179,070			9,496,204		9/30/2011
74951PEA2		385,150		300,979			(84,171)		300,979	��		507,036		9/30/2011
749577AL6		17,419,537		17,342,882			(76,655)		17,342,882			16,238,819		9/30/2011
74957EAE7		17,577,497		17,487,105			(90,392)		17,487,105			16,506,009		9/30/2011
74957EAF4		36,282,204		36,082,378			(199,826)		36,082,378			33,437,131		9/30/2011
74957VAQ2		20,077,409		19,914,811			(162,598)		19,914,811			18,595,328		9/30/2011
74957XAF2		35,784,486		35,609,375			(175,111)		35,609,375			34,500,677		9/30/2011
74958EAD8		47,419,570		46,777,510			(642,060)		46,777,510			45,050,650		9/30/2011
7609856L0		4,065,048		3,827,087			(237,961)		3,827,087			3,081,325		9/30/2011
76110HHB8		894,252		835,371			(58,881)		835,371			2,093,527		9/30/2011
76110HX87		21,983,539		21,367,921			(615,618)		21,367,921			17,514,460		9/30/2011
761118PQ5		11,097,907		10,934,518			(163,389)		10,934,518			9,321,301		9/30/2011
76111XN90		8,564,760		7,846,221			(718,539)		7,846,221			7,616,815		9/30/2011
84604CAE7		2,732,318		2,633,669			(98,649)		2,633,669			2,551,738		9/30/2011
86359BFG1		1,797,452		1,496,026			(301,426)		1,496,026			1,377,970		9/30/2011
92976BFZ0		10,005,179		8,555,934			(1,449,245)		8,555,934			3,889,206		9/30/2011
92976BGE6		758,600		727,947			(30,653)		727,947			1,287,305		9/30/2011
94980SBJ3		18,888,889		18,876,199			(12,690)		18,876,199			18,515,880		9/30/2011
949837CC0		25,203,525		25,067,215			(136,310)		25,067,215			24,255,407		9/30/2011
94983BAP4		15,409,157		15,367,334			(41,823)		15,367,334			15,500,397		9/30/2011
94984AAR1		28,921,008		28,699,246			(221,762)		28,699,246			26,162,730		9/30/2011
94984AAS9		9,534,419		9,460,302			(74,117)		9,460,302			8,865,397		9/30/2011
94984FAR0		34,862,018		34,654,252			(207,766)		34,654,252			32,829,185		9/30/2011
94984HAC9		35,804,330		35,428,449			(375,881)		35,428,449			35,314,539		9/30/2011
94985JAB6		48,005,187		47,823,688			(181,499)		47,823,688			47,755,100		9/30/2011
94985JBR0		28,950,520		28,812,994			(137,526)		28,812,994			28,370,535		9/30/2011
94985JCA6		28,354,882		28,154,177			(200,705)		28,154,177			26,814,150		9/30/2011
94985RAP7		60,563,665		60,162,652			(401,013)		60,162,652			58,824,064		9/30/2011
07387BEP4		1,067,268		—	²		(442,627)		624,641			624,641		9/30/2011
19075CAJ2		4,783,820		—	²		(75,559)		4,708,261			4,708,261		9/30/2011
36828QSJ6		4,749,563		—	²		(481,884)		4,267,679			4,267,679		9/30/2011
46628FAU5		1,637,904		—	²		(71,003)		1,566,901			1,566,901		9/30/2011
55312TAR4		485,680		—	²		(60,710)		424,970			424,970		9/30/2011
59022HJU7		5,344,727		—	²		(597,196)		4,747,531			4,747,531		9/30/2011
59025KAJ1		3,507,263		—	²		(1,604,292)		1,902,971			1,902,971		9/30/2011
92976BBV3		12,467,305		—	²		(1,416,440)		11,050,865			11,050,865		9/30/2011
92978MAL0		6,740,664		—	²		(1,018,481)		5,722,183			5,722,183		9/30/2011
126670GR3		5,416,291		5,190,365			(225,926)		5,190,365			3,016,097		6/30/2011
12668ASQ9		18,889,756		18,195,156			(694,600)		18,195,156			17,989,930		6/30/2011
12668ASR7		6,667,207		6,368,377			(298,830)		6,368,377			4,739,805		6/30/2011
16165LAG5		12,333,221		12,311,672			(21,549)		12,311,672			11,544,529		6/30/2011


TIAA-CREF Investment Horizon Annuity Prospectus		204

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
21075WBA2	$	1,551,510	$	1,544,351		$	(7,159)	$	1,544,351	$	1,493,611		6/30/2011
3622ELAD8		37,605,697		36,833,238			(772,459)		36,833,238		32,652,797		6/30/2011
525221CM7		23,311,901		23,306,182			(5,719)		23,306,182		16,105,313		6/30/2011
525221DF1		26,458,975		26,180,867			(278,108)		26,180,867		25,862,099		6/30/2011
525221EB9		23,883,119		23,305,539			(577,580)		23,305,539		20,824,874		6/30/2011
52523KAH7		10,623,645		10,156,312			(467,333)		10,156,312		7,529,057		6/30/2011
61749WAH0		3,775,210		3,619,957			(155,253)		3,619,957		3,061,191		6/30/2011
61749WAJ6		2,639,940		2,503,794			(136,146)		2,503,794		2,140,023		6/30/2011
61750YAF6		29,536,727		28,464,536			(1,072,191)		28,464,536		28,014,201		6/30/2011
74924PAJ1		379,543		154,379			(225,164)		154,379		158,197		6/30/2011
760985WT4		366,614		213,018			(153,596)		213,018		47,090		6/30/2011
760985YX3		6,166,894		5,816,442			(350,452)		5,816,442		1,077,367		6/30/2011
760985YY1		582,188		281,856			(300,332)		281,856		107,740		6/30/2011
76110WRW8		2,466,943		2,224,582			(242,361)		2,224,582		670,391		6/30/2011
76110WSF4		18,410,240		18,239,875			(170,365)		18,239,875		9,853,689		6/30/2011
76110WXR2		8,889,893		8,521,705			(368,188)		8,521,705		4,440,835		6/30/2011
79550DAD1		4,258,742		4,110,947			(147,795)		4,110,947		2,983,636		6/30/2011
059511AL9		4,685,314		3,807,010			(878,304)		3,807,010		2,185,614		6/30/2011
07387BEQ2		266,043		—	*		(266,043)		—		833,700		6/30/2011
07388VAK4		7,974,854		7,633,817			(341,037)		7,633,817		4,718,009		6/30/2011
07388VAL2		6,973,679		3,513,683			(3,459,996)		3,513,683		10,081,157		6/30/2011
07401DAM3		2,793,504		2,090,294			(703,210)		2,090,294		2,601,535		6/30/2011
07401DAN1		2,209,235		1,707,746			(501,489)		1,707,746		6,656,890		6/30/2011
17310MAL4		3,811,232		2,312,053			(1,499,179)		2,312,053		2,880,693		6/30/2011
17310MAS9		413,377		268,555			(144,822)		268,555		1,070,687		6/30/2011
20047QAM7		2,931,027		2,482,198			(448,829)		2,482,198		9,492,008		6/30/2011
20047QAN5		1,083,109		608,636			(474,473)		608,636		5,705,568		6/30/2011
20173TAP0		444,753		372,922			(71,831)		372,922		4,986,279		6/30/2011
22544QAK5		369,203		191,537			(177,666)		191,537		4,485,326		6/30/2011
225458VY1		11,201,665		2,762,419			(8,439,246)		2,762,419		2,046,600		6/30/2011
361849K84		308,401		—	*		(308,401)		—		2,388,397		6/30/2011
36828QSL1		425,621		193,835			(231,786)		193,835		993,103		6/30/2011
396789KF5		4,330,436		3,231,663			(1,098,773)		3,231,663		1,727,913		6/30/2011
46625MQ77		257,122		133,559			(123,563)		133,559		205,442		6/30/2011
46625MZG7		7,872,548		6,303,333			(1,569,215)		6,303,333		8,624,734		6/30/2011
46625YA60		2,985,770		1,382,420			(1,603,350)		1,382,420		1,153,210		6/30/2011
46625YA78		361,470		—	*		(361,470)		—		1,082,782		6/30/2011
46625YC68		25,139		—	*		(25,139)		—		364,800		6/30/2011
46625YRB1		2,848,883		2,203,328			(645,555)		2,203,328		1,201,335		6/30/2011
46629PAG3		3,785,480		2,501,865			(1,283,615)		2,501,865		3,546,260		6/30/2011
46629PAU2		421,316		351,240			(70,076)		351,240		1,505,654		6/30/2011
46630AAC2		327,069		242,804			(84,265)		242,804		875,000		6/30/2011
46631BAP0		520,501		178,624			(341,877)		178,624		5,045,346		6/30/2011
50180JAG0		35,106,978		34,821,850			(285,128)		34,821,850		26,270,801		6/30/2011
50180JAJ4		1,472,798		85,964			(1,386,834)		85,964		6,437,085		6/30/2011
59025KAJ1		3,911,404		3,487,720			(423,684)		3,487,720		2,281,862		6/30/2011


		205		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
59025KAK8	$	14,098,654	$	4,035,144		$	(10,063,510)	$	4,035,144	$	7,378,574		6/30/2011
60688BAJ7		20,725,566		11,672,299			(9,053,267)		11,672,299		10,546,935		6/30/2011
60688BAM0		1,292,276		—	*		(1,292,276)		—		1,844,769		6/30/2011
60688BAS7		1,015,664		—	*		(1,015,664)		—		1,920,945		6/30/2011
617451CA5		6,856,720		6,618,744			(237,976)		6,618,744		3,409,175		6/30/2011
61745MX40		467,147		456,400			(10,747)		456,400		2,090,886		6/30/2011
61751NAN2		2,219,120		1,959,479			(259,641)		1,959,479		1,983,658		6/30/2011
61753JAL3		349,048		184,198			(164,850)		184,198		5,067,583		6/30/2011
61754KAH8		31,916,904		25,308,458			(6,608,446)		25,308,458		26,570,862		6/30/2011
74438WAN6		400,684		305,443			(95,241)		305,443		23,023		6/30/2011
92976BGE6		4,985,198		807,846			(4,177,352)		807,846		1,378,953		6/30/2011
05948KC98		16,688,309		16,679,711			(8,598)		16,679,711		15,591,701		6/30/2011
05948KKZ1		4,210,412		3,655,833			(554,579)		3,655,833		2,534,931		6/30/2011
05948KLA5		489,827		296,688			(193,139)		296,688		622,602		6/30/2011
05948KP37		10,167,635		10,135,821			(31,814)		10,135,821		10,005,554		6/30/2011
05949AA67		1,743,978		1,411,357			(332,621)		1,411,357		3,201,888		6/30/2011
05949AM31		121,686		94,954			(26,732)		94,954		90,534		6/30/2011
05949AMP2		522,129		411,275			(110,854)		411,275		1,154,031		6/30/2011
12543TAD7		9,394,168		9,055,170			(338,998)		9,055,170		9,351,070		6/30/2011
12543XAD8		24,623,511		24,606,300			(17,211)		24,606,300		22,823,175		6/30/2011
12544AAC9		47,196,010		46,389,700			(806,310)		46,389,700		43,866,350		6/30/2011
12544DAK5		21,279,994		21,263,602			(16,392)		21,263,602		21,290,700		6/30/2011
12544LAK7		30,599,865		30,093,760			(506,105)		30,093,760		30,403,424		6/30/2011
12545CAU4		36,946,640		36,898,080			(48,560)		36,898,080		35,045,960		6/30/2011
12667F7D1		24,022,504		23,967,516			(54,988)		23,967,516		22,177,373		6/30/2011
12667FR98		997,492		739,430			(258,062)		739,430		1,811,075		6/30/2011
12667FW92		6,583,670		6,483,531			(100,139)		6,483,531		6,779,092		6/30/2011
12667FYZ2		9,034,528		7,354,134			(1,680,394)		7,354,134		6,185,202		6/30/2011
12667GFT5		18,442,849		18,442,840			(9)		18,442,840		15,025,502		6/30/2011
12667GQA4		21,384,266		21,381,385			(2,881)		21,381,385		20,056,759		6/30/2011
12667GUG6		5,167,610		5,167,297			(313)		5,167,297		5,112,152		6/30/2011
126694JS8		27,808,907		27,770,828			(38,079)		27,770,828		22,993,126		6/30/2011
126694W61		24,217,642		23,678,080			(539,562)		23,678,080		22,368,908		6/30/2011
12669EL95		8,284,724		7,721,748			(562,976)		7,721,748		6,558,419		6/30/2011
12670AAF8		44,922,498		44,783,315			(139,183)		44,783,315		44,789,385		6/30/2011
161631AV8		39,796,299		39,278,742			(517,557)		39,278,742		37,422,710		6/30/2011
16163BAP9		27,734,334		27,304,404			(429,930)		27,304,404		26,377,189		6/30/2011
17025AAB8		16,059,004		15,895,940			(163,064)		15,895,940		17,624,540		6/30/2011
17025JAB9		36,896,570		36,624,793			(271,777)		36,624,793		36,327,947		6/30/2011
17025TAV3		27,341,745		27,328,845			(12,900)		27,328,845		26,350,131		6/30/2011
17310AAR7		32,471,083		32,412,785			(58,298)		32,412,785		33,225,945		6/30/2011
17312FAD5		9,800,667		9,780,400			(20,267)		9,780,400		9,285,010		6/30/2011
22541SVH8		5,329,789		5,234,541			(95,248)		5,234,541		4,879,329		6/30/2011
32051G2J3		21,238,137		21,014,956			(223,181)		21,014,956		20,281,432		6/30/2011
32051GVL6		23,829,503		23,685,971			(143,532)		23,685,971		22,766,429		6/30/2011
36185MEG3		14,514,115		14,486,354			(27,761)		14,486,354		14,554,166		6/30/2011


TIAA-CREF Investment Horizon Annuity Prospectus		206

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
3622MPAN8	$	28,462,267	$	28,389,939		$	(72,328)	$	28,389,939	$	27,765,585		6/30/2011
3622MPBE7		49,870,925		49,615,350			(255,575)		49,615,350		46,550,600		6/30/2011
45660LPD5		13,547,007		13,379,208			(167,799)		13,379,208		12,110,328		6/30/2011
46627MAC1		10,677,787		10,335,468			(342,319)		10,335,468		10,083,260		6/30/2011
46628YBK5		28,786,021		28,636,816			(149,205)		28,636,816		27,420,781		6/30/2011
46628YBP4		15,078,124		14,990,171			(87,953)		14,990,171		14,237,700		6/30/2011
749577AL6		17,584,234		17,450,729			(133,505)		17,450,729		12,436,493		6/30/2011
74957EAE7		17,814,093		17,577,167			(236,926)		17,577,167		17,262,933		6/30/2011
74957EAF4		37,205,793		36,827,984			(377,809)		36,827,984		35,373,641		6/30/2011
74957VAQ2		21,230,104		21,068,104			(162,000)		21,068,104		20,265,315		6/30/2011
74957XAF2		36,103,087		35,807,508			(295,579)		35,807,508		32,022,553		6/30/2011
749583AH3		9,815,438		9,752,111			(63,327)		9,752,111		8,703,301		6/30/2011
74958AAH7		26,951,193		26,897,160			(54,033)		26,897,160		25,899,660		6/30/2011
74958EAD8		47,862,448		47,451,650			(410,798)		47,451,650		47,469,000		6/30/2011
75115CAG2		7,208,598		6,931,280			(277,318)		6,931,280		6,802,458		6/30/2011
7609856L0		4,396,370		4,200,274			(196,096)		4,200,274		3,097,026		6/30/2011
76110HHA0		8,737,053		8,559,813			(177,240)		8,559,813		7,568,913		6/30/2011
76110HHB8		1,254,860		1,006,472			(248,388)		1,006,472		2,316,831		6/30/2011
76110HX87		22,233,784		22,177,729			(56,055)		22,177,729		16,733,815		6/30/2011
761118CZ9		9,709,887		9,396,854			(313,033)		9,396,854		8,761,849		6/30/2011
761118PQ5		11,601,676		11,402,188			(199,488)		11,402,188		10,342,383		6/30/2011
94980SAS4		37,491,045		37,417,720			(73,325)		37,417,720		39,170,800		6/30/2011
94980SBJ3		18,923,461		18,874,400			(49,061)		18,874,400		19,442,560		6/30/2011
949837AF5		68,304,020		68,037,751			(266,269)		68,037,751		65,159,759		6/30/2011
949837BE7		19,770,628		19,689,484			(81,144)		19,689,484		19,695,651		6/30/2011
949837BK3		8,492,068		8,459,611			(32,457)		8,459,611		8,359,376		6/30/2011
949837CC0		25,381,819		25,201,881			(179,938)		25,201,881		25,004,770		6/30/2011
94984AAR1		28,984,526		28,920,780			(63,746)		28,920,780		28,157,580		6/30/2011
94984AAS9		9,834,523		9,822,590			(11,933)		9,822,590		9,563,280		6/30/2011
94984FAR0		35,000,570		34,869,922			(130,648)		34,869,922		35,442,517		6/30/2011
94984HAC9		36,057,606		35,832,279			(225,327)		35,832,279		36,678,932		6/30/2011
94985JAB6		48,194,982		48,015,850			(179,132)		48,015,850		46,991,250		6/30/2011
94985JBR0		29,095,015		28,960,567			(134,448)		28,960,567		29,230,889		6/30/2011
94985JCA6		28,455,723		28,384,350			(71,373)		28,384,350		27,959,490		6/30/2011
94985LAD7		15,372,480		15,341,859			(30,621)		15,341,859		15,296,021		6/30/2011
94985RAP7		60,789,484		60,595,456			(194,028)		60,595,456		60,278,912		6/30/2011
94985WAP6		20,503,066		20,440,065			(63,001)		20,440,065		20,928,461		6/30/2011
94985WAQ4		76,047,217		75,699,850			(347,367)		75,699,850		71,018,745		6/30/2011
94985WBL4		36,808,718		36,638,302			(170,416)		36,638,302		37,093,079		6/30/2011
94986AAC2		109,651,376		109,007,990			(643,386)		109,007,990		106,429,740		6/30/2011
07387BEP4		1,236,850		—	²		(169,582)		1,067,268		1,067,268		6/30/2011
92976BBV3		12,846,900		—	²		(379,595)		12,467,305		12,467,305		6/30/2011
36828QSJ6		4,838,046		—	²		(88,483)		4,749,563		4,749,563		6/30/2011
004421MW0		26,134,851		25,819,133			(315,718)		25,819,133		19,948,526		3/31/2011
02148YAD6		18,373,356		18,039,367			(333,989)		18,039,367		16,089,686		3/31/2011
026710AE3		447,206		207,373			(239,833)		207,373		203,765		3/31/2011


		207		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment			Fair Value as of Impairment Date		Date of Financial Statement Where Reported
05947UML9	$	3,114,619	$	2,835,685		$	(278,934)	$	2,835,685		$	216,693		3/31/2011
05947UMM7		36,450		—	*		(36,450)		—			143,238		3/31/2011
05948KC98		16,862,524		16,843,139			(19,385)		16,843,139			15,742,234		3/31/2011
05948KLA5		604,953		530,956			(73,997)		530,956			632,086		3/31/2011
05949AA67		2,006,284		1,869,181			(137,103)		1,869,181			3,218,466		3/31/2011
05949AM23		544,074		518,756			(25,318)		518,756			1,357,721		3/31/2011
07401DAM3		3,084,496		2,799,301			(285,195)		2,799,301			2,619,104		3/31/2011
12498NAC7		4,672,423		4,272,197			(400,226)		4,272,197			2,426,275		3/31/2011
12544RAL2		8,561,484		8,498,630			(62,854)		8,498,630			7,859,330		3/31/2011
126670GR3		6,082,523		5,437,768			(644,755)		5,437,768			2,819,453		3/31/2011
126670QT8		3,444,883		3,125,127			(319,756)		3,125,127			2,864,320		3/31/2011
126670QU5		12,164,039		11,087,890			(1,076,149)		11,087,890			9,755,060		3/31/2011
126671R65		3,570,814		3,006,150			(564,664)		3,006,150			1,404,321		3/31/2011
126671R73		1,795,347		1,764,930			(30,417)		1,764,930			1,228,587		3/31/2011
12667FMJ1		16,261,545		15,767,157			(494,388)		15,767,157			10,371,867		3/31/2011
12667FR98		1,187,196		1,158,180			(29,016)		1,158,180			1,742,980		3/31/2011
12668ASR7		6,843,785		6,680,512			(163,273)		6,680,512			4,824,802		3/31/2011
126694W61		24,040,337		23,883,605			(156,732)		23,883,605			22,027,517		3/31/2011
126694XQ6		30,700,106		30,394,828			(305,278)		30,394,828			24,847,192		3/31/2011
12669DN87		673,777		332,309			(341,468)		332,309			1,020,537		3/31/2011
12669EL95		8,482,550		8,401,553			(80,997)		8,401,553			6,635,352		3/31/2011
12669YAF9		19,384,353		18,899,059			(485,294)		18,899,059			18,754,880		3/31/2011
12669YAH5		14,838,083		14,575,582			(262,501)		14,575,582			13,168,921		3/31/2011
12669YAX0		14,411,235		14,187,029			(224,206)		14,187,029	��		12,623,821		3/31/2011
161546JL1		1,485,648		1,470,737			(14,911)		1,470,737			670,185		3/31/2011
161631AV8		40,084,936		39,812,268			(272,668)		39,812,268			40,647,651		3/31/2011
16163BAP9		28,144,708		27,759,884			(384,824)		27,759,884			26,372,292		3/31/2011
17025JAB9		36,901,741		36,893,393			(8,348)		36,893,393			35,781,306		3/31/2011
17310MAL4		5,011,529		3,828,689			(1,182,840)		3,828,689			2,852,490		3/31/2011
17310MAS9		507,205		459,730			(47,475)		459,730			1,122,064		3/31/2011
20047QAM7		17,902,880		3,151,682			(14,751,198)		3,151,682			10,004,112		3/31/2011
20047QAN5		4,566,404		1,233,498			(3,332,906)		1,233,498			5,994,850		3/31/2011
20173QAJ0		10,027,487		6,204,989			(3,822,498)		6,204,989			7,075,800		3/31/2011
20173QAK7		4,074,318		977,794			(3,096,524)		977,794			4,044,972		3/31/2011
21075WCJ2		837,354		835,799			(1,555)		835,799			787,697		3/31/2011
22541SVH8		6,333,087		5,504,066			(829,021)		5,504,066			4,916,925		3/31/2011
251511AC5		14,410,235		13,394,657			(1,015,578)		13,394,657			12,423,542		3/31/2011
294751BY7		2,387,325		2,360,048			(27,277)		2,360,048			1,504,496		3/31/2011
31393YY41		18,208,783		17,806,025			(402,758)		17,806,025			10,393,929		3/31/2011
32051GN35		26,461,628		26,378,642			(82,986)		26,378,642			23,764,864		3/31/2011
32051GP41		19,478,996		19,470,340			(8,656)		19,470,340			18,338,240		3/31/2011
36159XAJ9		18,655,072		18,319,743			(335,329)		18,319,743			15,945,138		3/31/2011
361849N57		4,911,220		2,623,916			(2,287,304)		2,623,916			3,199,540		3/31/2011
361849N73		460,265		—	*		(460,265)		—			4,367,499		3/31/2011
361849R61		7,914,732		2,971,019			(4,943,713)		2,971,019			5,335,530		3/31/2011
361849R79		895,563		525,976			(369,587)		525,976			2,916,576		3/31/2011


TIAA-CREF Investment Horizon Annuity Prospectus		208

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
361849R87	$	735,488	$	111,137		$	(624,351)	$	111,137	$	3,411,975		3/31/2011
361849S29		249,893		—	*		(249,893)		—		1,165,320		3/31/2011
36185MEG3		14,705,421		14,668,815			(36,606)		14,668,815		14,668,500		3/31/2011
3622ELAD8		39,373,123		38,814,468			(558,655)		38,814,468		31,156,752		3/31/2011
3622MPBE7		49,903,985		49,896,450			(7,535)		49,896,450		46,499,450		3/31/2011
362334ME1		20,513,172		20,302,969			(210,203)		20,302,969		17,775,971		3/31/2011
36237UAA0		1,976,834		299,340			(1,677,494)		299,340		297,358		3/31/2011
36828QSL1		840,928		424,359			(416,569)		424,359		1,028,900		3/31/2011
42332QAL7		7,413,917		7,006,131			(407,786)		7,006,131		4,262,450		3/31/2011
46614KAB2		1,868,652		—	*		(1,868,652)		—		500,000		3/31/2011
46625MUH0		821,129		—	*		(821,129)		—		220,515		3/31/2011
46625YA60		3,001,274		2,987,204			(14,070)		2,987,204		1,169,679		3/31/2011
46625YA78		1,159,363		412,216			(747,147)		412,216		1,294,484		3/31/2011
46625YRB1		2,951,644		2,865,195			(86,449)		2,865,195		1,359,505		3/31/2011
46628FAU5		1,967,897		1,719,301			(248,596)		1,719,301		1,825,165		3/31/2011
46629YAM1		3,820,870		3,679,982			(140,888)		3,679,982		12,486,100		3/31/2011
46629YAQ2		852,181		661,343			(190,838)		661,343		2,520,828		3/31/2011
46630AAC2		371,986		371,665			(321)		371,665		875,000		3/31/2011
46630AAG3		228,652		188,527			(40,125)		188,527		360,000		3/31/2011
46630VAP7		1,281,382		880,273			(401,109)		880,273		2,263,308		3/31/2011
46631BAN5		2,067,269		1,962,050			(105,219)		1,962,050		11,743,724		3/31/2011
46632HAR2		338,594		321,213			(17,381)		321,213		1,795,207		3/31/2011
50180JAJ4		5,395,600		1,633,764			(3,761,836)		1,633,764		6,873,272		3/31/2011
525221CM7		24,035,186		23,366,873			(668,313)		23,366,873		16,725,997		3/31/2011
525221EB9		25,485,754		24,683,537			(802,217)		24,683,537		20,946,595		3/31/2011
55312TAG8		20,019,218		19,735,250			(283,968)		19,735,250		16,315,940		3/31/2011
55312TAH6		2,207,998		1,665,240			(542,758)		1,665,240		6,930,460		3/31/2011
55312TAK9		1,463,616		1,366,983			(96,633)		1,366,983		7,008,850		3/31/2011
576434SW5		6,822,609		6,643,763			(178,846)		6,643,763		7,308,884		3/31/2011
59023BAM6		1,241,964		1,138,167			(103,797)		1,138,167		2,100,000		3/31/2011
59023BAN4		759,062		742,577			(16,485)		742,577		2,100,000		3/31/2011
59025KAK8		14,863,537		14,158,504			(705,033)		14,158,504		10,938,160		3/31/2011
61745MX40		2,829,155		500,821			(2,328,334)		500,821		2,223,453		3/31/2011
61745MX57		410,915		236,164			(174,751)		236,164		1,707,255		3/31/2011
61750YAF6		30,510,824		30,257,642			(253,182)		30,257,642		28,800,452		3/31/2011
61753JAM1		265,953		262,049			(3,904)		262,049		4,110,640		3/31/2011
61754KAH8		32,037,425		31,954,014			(83,411)		31,954,014		28,214,790		3/31/2011
749577AL6		17,749,260		17,612,942			(136,318)		17,612,942		12,463,414		3/31/2011
74957EAE7		18,052,385		17,809,927			(242,458)		17,809,927		17,254,742		3/31/2011
74957EAF4		37,739,040		37,226,534			(512,506)		37,226,534		35,384,715		3/31/2011
74957VAQ2		21,876,010		21,776,902			(99,108)		21,776,902		20,502,339		3/31/2011
74957XAF2		36,336,989		36,121,369			(215,620)		36,121,369		32,099,111		3/31/2011
749583AH3		9,922,978		9,828,768			(94,210)		9,828,768		8,661,614		3/31/2011
74958AAD6		31,449,361		30,659,726			(789,635)		30,659,726		28,651,915		3/31/2011
74958AAH7		27,528,556		26,958,450			(570,106)		26,958,450		25,888,560		3/31/2011
74958EAD8		48,651,248		47,887,750			(763,498)		47,887,750		47,710,650		3/31/2011


		209		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
75971EAF3	$	361,836	$	355,848		$	(5,988)	$	355,848	$	286,121		3/31/2011
76110HNQ8		2,633,445		2,541,404			(92,041)		2,541,404		1,896,437		3/31/2011
76110HSH3		994,572		886,275			(108,297)		886,275		561,962		3/31/2011
76110WTB2		3,595,530		3,411,697			(183,833)		3,411,697		1,293,373		3/31/2011
76110WTU0		2,611,711		2,532,463			(79,248)		2,532,463		1,045,322		3/31/2011
76110WUL8		14,294,626		14,272,968			(21,658)		14,272,968		6,850,410		3/31/2011
76110WWK8		1,519,032		971,769			(547,263)		971,769		636,777		3/31/2011
76110WXR2		9,343,952		8,901,101			(442,851)		8,901,101		4,685,343		3/31/2011
761118CZ9		9,917,785		9,852,695			(65,090)		9,852,695		8,930,139		3/31/2011
761118PQ5		11,963,158		11,871,034			(92,124)		11,871,034		10,061,385		3/31/2011
76113GAC2		220,904		168,594			(52,310)		168,594		387,051		3/31/2011
81375WHJ8		11,994,033		11,748,937			(245,096)		11,748,937		6,288,801		3/31/2011
81375WHK5		3,583,984		3,560,106			(23,878)		3,560,106		2,697,555		3/31/2011
86359BFG1		2,961,522		1,918,424			(1,043,098)		1,918,424		2,105,972		3/31/2011
92976UAA8		2,539,718		2,288,499			(251,219)		2,288,499		5,600,000		3/31/2011
92977RAK2		5,148,529		4,022,307			(1,126,222)		4,022,307		4,002,510		3/31/2011
94980SBJ3		18,920,645		18,908,520			(12,125)		18,908,520		19,434,920		3/31/2011
949837AF5		68,370,975		68,287,919			(83,056)		68,287,919		65,117,660		3/31/2011
949837BE7		19,786,077		19,760,612			(25,465)		19,760,612		19,692,088		3/31/2011
949837BK3		8,501,003		8,490,908			(10,095)		8,490,908		8,357,873		3/31/2011
94984FAR0		35,153,298		35,006,469			(146,829)		35,006,469		35,362,766		3/31/2011
94984XAB6		9,278,978		9,211,401			(67,577)		9,211,401		9,528,038		3/31/2011
94984XAD2		7,673,000		7,617,061			(55,939)		7,617,061		7,877,512		3/31/2011
94984XAM2		11,712,546		11,626,954			(85,592)		11,626,954		12,019,770		3/31/2011
94985JAB6		48,221,105		48,202,750			(18,355)		48,202,750		47,740,150		3/31/2011
94985JBR0		29,114,124		29,102,779			(11,345)		29,102,779		29,598,947		3/31/2011
94985JCA6		28,507,528		28,483,710			(23,818)		28,483,710		28,460,520		3/31/2011
94986AAC2		109,742,861		109,672,080			(70,781)		109,672,080		106,206,985		3/31/2011
740408AA7		9,395,362		—	²		(2,503,582)		6,891,780		6,891,780		3/31/2011
92976BBV3		1,982,600		—	²		(127,452)		1,855,148		1,855,148		3/31/2011
36828QSJ6		4,973,252		—	²		(135,206)		4,838,046		4,838,046		3/31/2011
92976BBV3		11,746,905		—	²		(755,153)		10,991,752		10,991,752		3/31/2011
07387BEP4		1,426,135		—	²		(189,284)		1,236,851		1,236,851		3/31/2011
02660TFM0		9,072,871		8,993,572			(79,299)		8,993,572		5,104,550		12/31/2010
03762AAG4		2,101,951		2,013,089			(88,862)		2,013,089		1,179,900		12/31/2010
05947UMM7		1,960,454		36,449			(1,924,005)		36,449		149,096		12/31/2010
059511AM7		1,035,890		—	*		(1,035,890)		—		1,105,164		12/31/2010
059511AS4		749,798		—	*		(749,798)		—		1,406,667		12/31/2010
059511AU9		845,707		—	*		(845,707)		—		1,373,330		12/31/2010
07383F6U7		2,490,124		2,094,925			(395,199)		2,094,925		3,100,870		12/31/2010
07387BEQ2		820,330		447,544			(372,786)		447,544		1,811,230		12/31/2010
07388VAL2		10,747,974		7,302,404			(3,445,570)		7,302,404		4,214,420		12/31/2010
07388YBC5		1,417,660		—	*		(1,417,660)		—		990,577		12/31/2010
07388YBE1		855,193		—	*		(855,193)		—		630,000		12/31/2010
07401DAM3		3,439,369		3,083,707			(355,662)		3,083,707		1,972,655		12/31/2010
12498NAC7		4,999,786		4,674,166			(325,620)		4,674,166		2,499,495		12/31/2010


TIAA-CREF Investment Horizon Annuity Prospectus		210

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
126671R65	$	3,749,037	$	3,574,283		$	(174,754)	$	3,574,283	$	1,375,277		12/31/2010
126671TV8		435,057		319,559			(115,498)		319,559		168,056		12/31/2010
126671TW6		448,023		394,139			(53,884)		394,139		210,082		12/31/2010
20047EAM4		1,814,136		1,197,607			(616,529)		1,197,607		5,642,594		12/31/2010
20047QAN5		11,304,365		4,660,376			(6,643,989)		4,660,376		5,416,753		12/31/2010
20173QAK7		6,017,476		4,101,651			(1,915,825)		4,101,651		3,633,294		12/31/2010
20173TAP0		1,780,482		722,541			(1,057,941)		722,541		3,688,180		12/31/2010
22544QAK5		1,798,847		709,514			(1,089,333)		709,514		6,708,762		12/31/2010
22608SAD0		3,150,813		3,071,255			(79,558)		3,071,255		600,009		12/31/2010
294751DY5		1,226,812		903,019			(323,793)		903,019		260,169		12/31/2010
36159XAJ9		19,512,730		18,670,215			(842,515)		18,670,215		10,504,542		12/31/2010
361849N57		5,009,542		4,922,538			(87,004)		4,922,538		3,074,680		12/31/2010
361849N73		1,264,245		704,837			(559,408)		704,837		4,954,623		12/31/2010
361849R61		9,617,774		7,935,307			(1,682,467)		7,935,307		4,877,148		12/31/2010
361849R79		4,702,135		963,680			(3,738,455)		963,680		2,659,464		12/31/2010
361849R87		1,586,254		866,712			(719,542)		866,712		3,096,156		12/31/2010
361849S29		426,981		326,781			(100,200)		326,781		1,165,320		12/31/2010
36228CDP5		707,260		471,910			(235,350)		471,910		1,040,356		12/31/2010
36228CYQ0		18,382,849		18,045,609			(337,240)		18,045,609		12,913,908		12/31/2010
3622ELAD8		41,439,863		40,333,120			(1,106,743)		40,333,120		32,759,823		12/31/2010
362332AM0		4,533,075		4,250,580			(282,495)		4,250,580		1,500,000		12/31/2010
362334ME1		21,081,013		20,974,961			(106,052)		20,974,961		16,318,857		12/31/2010
36298JAA1		21,479,336		19,948,371			(1,530,965)		19,948,371		13,746,958		12/31/2010
46625MQ77		619,843		270,160			(349,683)		270,160		196,715		12/31/2010
46625MUH0		1,191,047		821,129			(369,918)		821,129		635,138		12/31/2010
46625YA78		3,989,943		1,223,441			(2,766,502)		1,223,441		1,199,316		12/31/2010
46625YC68		192,699		137,255			(55,444)		137,255		304,000		12/31/2010
46625YRB1		4,095,553		3,032,138			(1,063,415)		3,032,138		2,185,563		12/31/2010
46628FAU5		3,244,633		2,010,465			(1,234,168)		2,010,465		1,417,955		12/31/2010
46629PAG3		4,152,176		3,729,601			(422,575)		3,729,601		2,989,477		12/31/2010
46629PAU2		625,708		491,322			(134,386)		491,322		1,395,696		12/31/2010
46629YAM1		4,299,779		4,041,162			(258,617)		4,041,162		8,095,640		12/31/2010
46629YAQ2		955,307		909,968			(45,339)		909,968		1,874,158		12/31/2010
46630AAC2		494,162		414,909			(79,253)		414,909		595,000		12/31/2010
46631BAN5		4,758,756		2,507,697			(2,251,059)		2,507,697		10,524,883		12/31/2010
46631BAP0		1,116,985		1,083,703			(33,282)		1,083,703		4,835,036		12/31/2010
46632HAQ4		387,089		234,521			(152,568)		234,521		640,263		12/31/2010
46632HAR2		657,982		413,493			(244,489)		413,493		1,445,123		12/31/2010
50179AAL1		13,174,417		12,419,388			(755,029)		12,419,388		4,828,886		12/31/2010
50179AAM9		1,005,481		790,316			(215,165)		790,316		480,000		12/31/2010
50180CAM2		337,891		277,303			(60,588)		277,303		2,842,250		12/31/2010
52108HF82		7,459,725		5,924,509			(1,535,216)		5,924,509		5,205,529		12/31/2010
52108HV76		4,377,380		741,715			(3,635,665)		741,715		1,821,350		12/31/2010
52108MGC1		3,137,225		628,286			(2,508,939)		628,286		1,267,523		12/31/2010
52108MGD9		369,749		—	*		(369,749)		—		497,400		12/31/2010
525221EB9		27,039,152		26,946,967			(92,185)		26,946,967		21,562,436		12/31/2010


		211		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
59025KAK8	$	18,903,173	$	14,904,466		$	(3,998,707)	$	14,904,466	$	9,272,020		12/31/2010
59025WAU0		3,874,226		3,161,797			(712,429)		3,161,797		1,874,928		12/31/2010
60688BAM0		1,868,835		1,400,980			(467,855)		1,400,980		2,517,984		12/31/2010
60688BAS7		1,558,562		1,157,994			(400,568)		1,157,994		2,520,386		12/31/2010
617451CA5		7,211,647		6,847,722			(363,925)		6,847,722		3,362,630		12/31/2010
61746WE97		205,421		114,771			(90,650)		114,771		713,866		12/31/2010
61746WF21		44,826		—	*		(44,826)		—		129,579		12/31/2010
61753JAL3		1,461,072		613,152			(847,920)		613,152		4,701,500		12/31/2010
61753JAM1		651,003		400,720			(250,283)		400,720		3,409,210		12/31/2010
61753JAN9		436,652		238,561			(198,091)		238,561		1,621,328		12/31/2010
61754KAH8		34,531,549		32,008,837			(2,522,712)		32,008,837		20,419,998		12/31/2010
61754KAN5		14,246,522		—	*		(14,246,522)		—		11,932,260		12/31/2010
61754KAP0		2,120,835		—	*		(2,120,835)		—		3,653,011		12/31/2010
76110WQA7		14,360,762		14,183,346			(177,416)		14,183,346		6,766,953		12/31/2010
76110WRW8		2,900,673		2,557,357			(343,316)		2,557,357		720,800		12/31/2010
81375WHJ8		13,468,350		12,013,441			(1,454,909)		12,013,441		6,643,498		12/31/2010
81375WHK5		3,992,206		3,666,950			(325,256)		3,666,950		2,376,394		12/31/2010
92976UAA8		3,123,080		2,712,496			(410,584)		2,712,496		2,800,000		12/31/2010
92977RAK2		5,447,870		5,160,766			(287,104)		5,160,766		3,041,064		12/31/2010
02148FAW5		23,469,071		23,456,026			(13,045)		23,456,026		20,626,166		12/31/2010
02149HAK6		21,622,113		21,396,405			(225,708)		21,396,405		22,846,880		12/31/2010
02151CBD7		24,471,198		24,001,487			(469,711)		24,001,487		23,706,444		12/31/2010
02151NBA9		15,480,186		15,291,181			(189,005)		15,291,181		13,428,018		12/31/2010
05946XL92		11,074,631		10,989,293			(85,338)		10,989,293		9,273,597		12/31/2010
05948KB65		9,575,839		9,448,438			(127,401)		9,448,438		7,787,100		12/31/2010
05948KC98		17,059,882		17,047,745			(12,137)		17,047,745		15,271,833		12/31/2010
05948KF20		17,433,474		17,417,390			(16,084)		17,417,390		16,163,338		12/31/2010
05948KKZ1		4,378,874		4,348,094			(30,780)		4,348,094		3,162,909		12/31/2010
05948KLA5		748,470		655,160			(93,310)		655,160		968,395		12/31/2010
05948KP37		10,440,935		10,342,820			(98,115)		10,342,820		9,470,228		12/31/2010
12543TAD7		9,455,636		9,424,960			(30,676)		9,424,960		8,013,000		12/31/2010
12543UAD4		42,092,525		41,384,370			(708,155)		41,384,370		38,905,393		12/31/2010
12543UAE2		14,949,354		14,714,571			(234,783)		14,714,571		13,537,440		12/31/2010
12544AAC9		48,165,626		47,278,200			(887,426)		47,278,200		30,525,000		12/31/2010
12544DAK5		21,408,332		21,278,877			(129,455)		21,278,877		19,988,228		12/31/2010
12544DAQ2		15,270,767		15,189,090			(81,677)		15,189,090		13,553,792		12/31/2010
12544LAK7		30,760,928		30,597,504			(163,424)		30,597,504		29,382,400		12/31/2010
12544RAL2		8,573,674		8,569,990			(3,684)		8,569,990		6,884,000		12/31/2010
12545CAU4		37,156,526		37,023,160			(133,366)		37,023,160		37,092,000		12/31/2010
12667F4N2		9,394,946		9,362,609			(32,337)		9,362,609		7,370,515		12/31/2010
12667F5J0		19,508,667		19,458,636			(50,031)		19,458,636		16,864,398		12/31/2010
12667F5Z4		6,127,911		6,074,174			(53,737)		6,074,174		23,122,722		12/31/2010
12667F5Z4		21,006,008		20,971,664			(34,344)		20,971,664		23,122,722		12/31/2010
12667F7D1		24,551,494		24,417,749			(133,745)		24,417,749		20,944,078		12/31/2010
12667FR98		1,434,383		1,345,289			(89,094)		1,345,289		2,014,288		12/31/2010
12667FYZ2		11,827,718		9,763,883			(2,063,835)		9,763,883		5,306,397		12/31/2010


TIAA-CREF Investment Horizon Annuity Prospectus		212

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12667GBA0	$	14,356,377	$	14,265,050	$	(91,327)	$	14,265,050	$	54,951,911		12/31/2010
12667GBA0		23,954,630		23,799,646		(154,984)		23,799,646		54,951,911		12/31/2010
12667GBA0		28,520,429		28,356,700		(163,729)		28,356,700		54,951,911		12/31/2010
12667GFB4		24,466,401		24,329,899		(136,502)		24,329,899		54,299,602		12/31/2010
12667GFB4		41,264,741		41,037,127		(227,614)		41,037,127		54,299,602		12/31/2010
12667GFT5		18,562,240		18,474,874		(87,366)		18,474,874		15,007,688		12/31/2010
12667GJG9		15,775,364		15,766,092		(9,272)		15,766,092		12,829,793		12/31/2010
12667GJR5		50,983,827		50,777,728		(206,099)		50,777,728		40,057,620		12/31/2010
12667GLE1		29,155,691		29,145,504		(10,187)		29,145,504		25,833,254		12/31/2010
12667GQA4		22,109,149		21,879,738		(229,411)		21,879,738		18,047,633		12/31/2010
12667GW74		19,617,942		19,539,187		(78,755)		19,539,187		16,537,691		12/31/2010
12668AAG0		15,979,719		15,516,771		(462,948)		15,516,771		15,873,697		12/31/2010
126694JS8		27,801,206		27,787,428		(13,778)		27,787,428		22,064,889		12/31/2010
126694W61		23,884,838		23,708,747		(176,091)		23,708,747		18,993,432		12/31/2010
126694XQ6		30,891,681		30,711,314		(180,367)		30,711,314		26,691,546		12/31/2010
12669D5V6		3,366,133		3,224,123		(142,010)		3,224,123		2,161,792		12/31/2010
12669DN79		3,832,053		3,076,024		(756,029)		3,076,024		2,305,674		12/31/2010
12669EWY8		8,695,050		8,642,661		(52,389)		8,642,661		6,982,960		12/31/2010
12669EWZ5		1,659,203		1,236,059		(423,144)		1,236,059		1,567,961		12/31/2010
12669YAF9		19,396,737		19,386,356		(10,381)		19,386,356		10,846,750		12/31/2010
12670AAF8		45,556,274		45,009,286		(546,988)		45,009,286		39,241,526		12/31/2010
161631AV8		40,499,302		40,096,350		(402,952)		40,096,350		35,712,547		12/31/2010
16163BAP9		28,514,838		28,163,886		(350,952)		28,163,886		24,986,500		12/31/2010
16165TBJ1		9,210,012		9,136,783		(73,229)		9,136,783		8,184,917		12/31/2010
170255AS2		14,567,961		14,517,614		(50,347)		14,517,614		13,461,000		12/31/2010
17025TAV3		27,400,420		27,375,370		(25,050)		27,375,370		25,509,873		12/31/2010
1729732W8		20,382,764		20,315,199		(67,565)		20,315,199		17,354,537		12/31/2010
17310AAR7		32,430,459		32,419,024		(11,435)		32,419,024		24,900,996		12/31/2010
17312FAD5		9,808,087		9,796,800		(11,287)		9,796,800		8,686,000		12/31/2010
22541Q4M1		6,735,654		6,418,429		(317,225)		6,418,429		3,526,395		12/31/2010
22541SVH8		6,484,621		6,430,759		(53,862)		6,430,759		3,627,227		12/31/2010
251510ET6		3,345,541		3,209,845		(135,696)		3,209,845		1,586,646		12/31/2010
32051G2J3		20,635,774		20,567,316		(68,458)		20,567,316		17,988,737		12/31/2010
32051GN35		27,101,137		26,907,870		(193,267)		26,907,870		19,863,250		12/31/2010
32051GP41		19,697,380		19,476,620		(220,760)		19,476,620		14,994,000		12/31/2010
32051GVL6		24,502,122		24,194,205		(307,917)		24,194,205		22,632,548		12/31/2010
362669AQ6		9,992,478		9,836,120		(156,358)		9,836,120		9,037,754		12/31/2010
46627MAC1		10,865,010		10,703,051		(161,959)		10,703,051		7,621,227		12/31/2010
46628YBK5		29,058,810		28,786,174		(272,636)		28,786,174		26,129,350		12/31/2010
46628YBP4		15,236,182		15,097,096		(139,086)		15,097,096		11,056,346		12/31/2010
52521RAS0		1,883,100		1,784,443		(98,657)		1,784,443		2,390,945		12/31/2010
576434JM7		5,273,080		4,794,747		(478,333)		4,794,747		3,308,819		12/31/2010
74951PEA2		475,727		462,483		(13,244)		462,483		381,945		12/31/2010
749577AL6		18,052,454		17,775,596		(276,858)		17,775,596		11,959,216		12/31/2010
74957EAE7		18,232,309		18,044,355		(187,954)		18,044,355		16,918,370		12/31/2010
74957EAF4		38,283,506		37,751,749		(531,757)		37,751,749		34,693,545		12/31/2010


		213		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
74957VAQ2	$	22,154,815	$	21,889,958		$	(264,857)	$	21,889,958	$	20,054,567		12/31/2010
74957XAF2		36,766,143		36,351,790			(414,353)		36,351,790		30,585,720		12/31/2010
749583AH3		10,049,814		9,934,668			(115,146)		9,934,668		4,931,266		12/31/2010
74958AAD6		13,436,388		13,414,590			(21,798)		13,414,590		27,992,687		12/31/2010
74958AAD6		18,104,246		18,066,777			(37,469)		18,066,777		27,992,687		12/31/2010
74958BAH5		25,527,558		25,194,638			(332,920)		25,194,638		22,300,818		12/31/2010
74958EAD8		48,792,758		48,664,800			(127,958)		48,664,800		43,555,000		12/31/2010
75115CAG2		7,692,270		7,620,317			(71,953)		7,620,317		7,894,687		12/31/2010
76110HQS1		4,259,475		4,133,507			(125,968)		4,133,507		4,000,830		12/31/2010
76110HX53		10,221,637		10,177,036			(44,601)		10,177,036		8,533,547		12/31/2010
76110HX87		22,805,054		22,632,748			(172,306)		22,632,748		18,830,017		12/31/2010
761118CZ9		10,039,550		10,005,568			(33,982)		10,005,568		9,365,092		12/31/2010
76114DAE4		13,559,309		13,519,856			(39,453)		13,519,856		13,404,091		12/31/2010
949772AD9		28,243,539		28,132,050			(111,489)		28,132,050		23,501,359		12/31/2010
949837AF5		68,474,786		68,353,707			(121,079)		68,353,707		44,639,062		12/31/2010
949837BE7		19,812,631		19,775,778			(36,853)		19,775,778		16,546,363		12/31/2010
949837BK3		8,514,486		8,499,688			(14,798)		8,499,688		7,110,656		12/31/2010
949837CC0		25,450,065		25,373,072			(76,993)		25,373,072		20,690,221		12/31/2010
94983BAP4		15,420,570		15,386,926			(33,644)		15,386,926		12,756,150		12/31/2010
94984AAR1		29,144,103		28,982,130			(161,973)		28,982,130		17,766,000		12/31/2010
94984AAS9		9,953,947		9,909,440			(44,507)		9,909,440		9,662,000		12/31/2010
94984FAR0		35,173,276		35,157,002			(16,274)		35,157,002		34,782,734		12/31/2010
94984HAC9		36,429,878		36,105,824			(324,054)		36,105,824		34,059,273		12/31/2010
94984XAB6		9,370,975		9,287,499			(83,476)		9,287,499		5,478,272		12/31/2010
94984XAD2		7,749,136		7,680,094			(69,042)		7,680,094		4,557,000		12/31/2010
94984XAM2		11,829,067		11,723,543			(105,524)		11,723,543		8,324,642		12/31/2010
94985JAB6		48,321,959		48,228,400			(93,559)		48,228,400		44,145,000		12/31/2010
94985JBR0		29,162,715		29,121,539			(41,176)		29,121,539		27,803,419		12/31/2010
94985JCA6		28,558,476		28,534,710			(23,766)		28,534,710		26,562,000		12/31/2010
94985LAD7		15,368,802		15,349,891			(18,911)		15,349,891		12,980,185		12/31/2010
94985RAP7		61,243,009		60,846,336			(396,673)		60,846,336		47,827,200		12/31/2010
94985WAP6		21,483,619		21,439,796			(43,823)		21,439,796		19,756,941		12/31/2010
94985WAQ4		73,940,814		73,680,424			(260,390)		73,680,424		62,384,887		12/31/2010
94985WBL4		36,878,714		36,769,287			(109,427)		36,769,287		30,262,158		12/31/2010
94986AAC2		19,180,863		19,096,840			(84,023)		19,096,840		102,925,000		12/31/2010
94986AAC2		19,329,580		19,244,820			(84,760)		19,244,820		102,925,000		12/31/2010
94986AAC2		71,734,602		71,420,325			(314,277)		71,420,325		102,925,000		12/31/2010
03702YAC4		14,400		—	²		(7,200)		7,200		7,200		12/31/2010
07387BEK5		9,182,390		—	²		(5,509,271)		3,673,119		3,673,119		12/31/2010
07387BEN9		3,313,391		—	²		(2,161,953)		1,151,438		1,151,438		12/31/2010
07387BEP4		1,934,097		—	²		(507,963)		1,426,134		1,426,134		12/31/2010
17310MAQ3		9,598,479		—	²		(4,877,589)		4,720,890		4,720,890		12/31/2010
20173MAM2		4,964,116		—	²		(3,466,972)		1,497,144		1,497,144		12/31/2010
36828QSJ6		10,856,558		—	²		(5,883,307)		4,973,251		4,973,251		12/31/2010
59023BAL8		4,712,257		—	²		(2,869,173)		1,843,084		1,843,084		12/31/2010
74040KAC6		4,024,899		—	²		(919,386)		3,105,513		3,105,513		12/31/2010


TIAA-CREF Investment Horizon Annuity Prospectus		214

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
92976BBV3	$	3,224,723	$	—	²	$	(1,242,124)	$	1,982,599	$	1,982,599		12/31/2010
92976BBV3		23,512,118		—	²		(11,765,214)		11,746,904		11,746,904		12/31/2010
92978MAL0		10,612,719		—	²		(3,872,055)		6,740,664		6,740,664		12/31/2010
46625MQ85		1,057,827		2,824			(1,055,003)		2,824		233,586		9/30/2010
22544QAM1		487,456		27,610			(459,846)		27,610		6,078,402		9/30/2010
92978QAJ6		33,516		29,201			(4,315)		29,201		45,068		9/30/2010
50180CAV2		513,643		56,863			(456,780)		56,863		900,000		9/30/2010
50180JAL9		78,357		58,000			(20,357)		58,000		840,000		9/30/2010
46625M2Y4		127,218		90,542			(36,676)		90,542		168,938		9/30/2010
20173MAQ3		340,808		152,700			(188,108)		152,700		450,000		9/30/2010
03927PAG3		1,003,568		191,997			(811,571)		191,997		180,000		9/30/2010
46625YC68		1,201,084		217,132			(983,952)		217,132		770,491		9/30/2010
50180JAK1		17,728,775		251,080			(17,477,695)		251,080		5,568,380		9/30/2010
03927PAH1		3,010,831		378,597			(2,632,234)		378,597		465,000		9/30/2010
46632HAQ4		502,407		410,663			(91,744)		410,663		562,770		9/30/2010
50177AAL3		928,391		418,825			(509,566)		418,825		2,683,060		9/30/2010
52108MGD9		511,840		436,322			(75,518)		436,322		497,400		9/30/2010
61745MX57		2,601,720		479,664			(2,122,056)		479,664		1,481,676		9/30/2010
50180CAM2		1,960,200		490,243			(1,469,957)		490,243		2,554,245		9/30/2010
361849S29		2,229,531		509,443			(1,720,088)		509,443		3,046,218		9/30/2010
61745MU68		1,350,938		535,909			(815,029)		535,909		1,994,764		9/30/2010
361849K84		3,973,100		552,964			(3,420,136)		552,964		3,000,254		9/30/2010
46625MQ77		759,578		619,476			(140,102)		619,476		157,342		9/30/2010
61751NAQ5		819,550		680,057			(139,493)		680,057		1,032,044		9/30/2010
36228CDP5		767,216		707,260			(59,956)		707,260		1,050,518		9/30/2010
46625M2W8		1,031,919		782,253			(249,666)		782,253		174,387		9/30/2010
294751EM0		1,506,623		831,775			(674,848)		831,775		250,445		9/30/2010
805564NE7		2,078,249		897,226			(1,181,023)		897,226		284,686		9/30/2010
07387BEQ2		936,886		921,644			(15,242)		921,644		1,679,372		9/30/2010
52108HZ80		1,227,132		976,255			(250,877)		976,255		2,483,719		9/30/2010
50179AAM9		1,354,724		1,047,071			(307,653)		1,047,071		480,000		9/30/2010
46625MUH0		4,605,575		1,191,047			(3,414,528)		1,191,047		1,742,729		9/30/2010
361849N73		9,996,216		1,268,522			(8,727,694)		1,268,522		5,013,340		9/30/2010
46631BAP0		2,024,805		1,271,800			(753,005)		1,271,800		4,168,738		9/30/2010
46630VAP7		2,972,270		1,328,263			(1,644,007)		1,328,263		1,568,592		9/30/2010
36298JAC7		1,834,754		1,633,630			(201,124)		1,633,630		750,000		9/30/2010
361849R87		10,524,919		1,707,335			(8,817,584)		1,707,335		2,773,103		9/30/2010
20173TAP0		7,846,013		1,883,441			(5,962,572)		1,883,441		3,328,123		9/30/2010
60688BAM0		2,426,047		1,968,375			(457,672)		1,968,375		2,211,318		9/30/2010
07387BEP4		2,571,979		1,969,179			(602,800)		1,969,179		1,319,047		9/30/2010
22544QAK5		3,458,269		2,028,181			(1,430,088)		2,028,181		5,817,474		9/30/2010
03762AAG4		2,267,403		2,115,821			(151,582)		2,115,821		669,000		9/30/2010
60687UAM9		2,665,917		2,224,903			(441,014)		2,224,903		1,356,766		9/30/2010
61751NAN2		5,016,590		2,335,548			(2,681,042)		2,335,548		1,514,820		9/30/2010
55312TAH6		4,025,969		2,425,063			(1,600,906)		2,425,063		3,848,100		9/30/2010
07383F6U7		4,544,157		2,523,716			(2,020,441)		2,523,716		2,917,320		9/30/2010


		215		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
61745MX40	$	3,005,245	$	2,832,830		$	(172,415)	$	2,832,830	$	1,934,883		9/30/2010
61749WAJ6		3,131,729		2,976,424			(155,305)		2,976,424		2,610,356		9/30/2010
52108MGC1		3,824,197		3,155,305			(668,892)		3,155,305		1,174,873		9/30/2010
61745M6T5		5,294,616		3,219,448			(2,075,168)		3,219,448		3,402,161		9/30/2010
46628FAU5		4,037,131		3,268,489			(768,642)		3,268,489		1,305,785		9/30/2010
92976UAA8		10,526,641		3,285,654			(7,240,987)		3,285,654		1,820,000		9/30/2010
59022HBW1		5,862,578		3,821,756			(2,040,822)		3,821,756		1,872,228		9/30/2010
07387BAT0		4,534,942		3,983,278			(551,664)		3,983,278		1,709,633		9/30/2010
81375WHK5		4,270,433		4,033,599			(236,834)		4,033,599		2,176,741		9/30/2010
03927PAF5		5,015,517		4,193,790			(821,727)		4,193,790		1,050,000		9/30/2010
61749WAH0		4,477,955		4,259,879			(218,076)		4,259,879		3,597,948		9/30/2010
396789KF5		4,416,306		4,367,634			(48,672)		4,367,634		1,844,566		9/30/2010
52108HV76		4,714,587		4,387,185			(327,402)		4,387,185		2,177,995		9/30/2010
46629YAM1		8,430,490		4,516,533			(3,913,957)		4,516,533		7,004,700		9/30/2010
20173MAN0		6,985,383		4,641,381			(2,344,002)		4,641,381		2,800,000		9/30/2010
361849R79		6,014,394		4,719,268			(1,295,126)		4,719,268		2,522,106		9/30/2010
46631BAN5		5,386,554		5,053,566			(332,988)		5,053,566		9,091,732		9/30/2010
61754JAM0		6,257,352		5,085,114			(1,172,238)		5,085,114		3,054,182		9/30/2010
92977RAK2		6,000,000		5,455,051			(544,949)		5,455,051		2,810,760		9/30/2010
50180JAJ4		12,276,489		5,571,591			(6,704,898)		5,571,591		4,764,503		9/30/2010
59022HJU7		11,674,617		5,635,576			(6,039,041)		5,635,576		6,285,333		9/30/2010
52108HF82		7,727,956		7,452,402			(275,554)		7,452,402		5,477,803		9/30/2010
46625MZG7		14,378,021		7,761,562			(6,616,459)		7,761,562		7,068,304		9/30/2010
92977QAM0		9,999,889		8,976,592			(1,023,297)		8,976,592		7,785,280		9/30/2010
17310MAQ3		10,917,564		9,677,098			(1,240,466)		9,677,098		3,092,280		9/30/2010
92978MAL0		10,891,007		10,594,077			(296,930)		10,594,077		6,121,980		9/30/2010
760985XK2		11,177,627		10,796,094			(381,533)		10,796,094		5,812,531		9/30/2010
92978TAK7		14,624,706		11,979,384			(2,645,322)		11,979,384		6,905,860		9/30/2010
81375WHJ8		14,316,870		13,476,996			(839,874)		13,476,996		6,308,833		9/30/2010
36242DDD2		14,949,165		14,918,720			(30,445)		14,918,720		13,206,450		9/30/2010
61749EAE7		18,695,577		18,367,862			(327,715)		18,367,862		14,629,965		9/30/2010
36228CYQ0		19,061,878		18,417,176			(644,702)		18,417,176		10,564,431		9/30/2010
03762CAE5		20,000,000		19,175,412			(824,588)		19,175,412		4,278,000		9/30/2010
55312TAG8		20,068,059		20,027,948			(40,111)		20,027,948		9,761,480		9/30/2010
36298JAA1		24,766,309		22,359,588			(2,406,721)		22,359,588		13,478,365		9/30/2010
87222PAE3		28,206,921		26,236,469			(1,970,452)		26,236,469		17,684,360		9/30/2010
525221EB9		28,731,701		27,779,667			(952,034)		27,779,667		21,675,300		9/30/2010
36242DSS3		27,998,997		27,925,439			(73,558)		27,925,439		24,350,900		9/30/2010
52522HAL6		32,497,160		30,700,898			(1,796,262)		30,700,898		19,912,720		9/30/2010
337925CP4		708,577		—	*		(708,577)		—		681,596		9/30/2010
337925CZ2		610,176		—	*		(610,176)		—		548,633		9/30/2010
337925DL2		473,971		—	*		(473,971)		—		461,740		9/30/2010
337925EG2		1,044,691		—	*		(1,044,691)		—		714,399		9/30/2010
337925EH0		474,932		—	*		(474,932)		—		422,913		9/30/2010
337925EU1		1,214,988		—	*		(1,214,988)		—		1,178,254		9/30/2010
337925CA7		428,760		—	*		(428,760)		—		428,944		9/30/2010
46625MZH5		973,556		—	*		(973,556)		—		647,412		9/30/2010
50180JAR6		37,891		—	*		(37,891)		—		840,000		9/30/2010
50180JAM7		191,908		—	*		(191,908)		—		1,700,000		9/30/2010


TIAA-CREF Investment Horizon Annuity Prospectus		216

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
50180CAW0	$	348,525	$	—	*	$	(348,525)	$	—	$	647,640		9/30/2010
362332AN8		398,583		—	*		(398,583)		—		500,000		9/30/2010
22544QAN9		271,620		—	*		(271,620)		—		2,556,246		9/30/2010
291701CS7		357,217		—	*		(357,217)		—		340,483		9/30/2010
337937AK2		555,930		—	*		(555,930)		—		722,709		9/30/2010
291701CN8		843,207		—	*		(843,207)		—		871,099		9/30/2010
225458SA7		2,727,617		—	*		(2,727,617)		—		2,663,768		9/30/2010
22544QAP4		60,547		—	*		(60,547)		—		1,334,085		9/30/2010
74040KAC6		3,935,934		—	²		(934,784)		3,001,150		3,001,150		9/30/2010
74951PEA2		515,298		501,141			(14,157)		501,141		383,289		9/30/2010
05948KLA5		794,663		789,904			(4,759)		789,904		958,430		9/30/2010
12669DN87		1,039,821		851,895			(187,926)		851,895		1,283,223		9/30/2010
76110HSH3		1,655,812		1,148,317			(507,495)		1,148,317		616,643		9/30/2010
12667FR98		1,634,046		1,588,689			(45,357)		1,588,689		1,372,774		9/30/2010
76110HHB8		2,172,936		1,711,873			(461,063)		1,711,873		1,619,613		9/30/2010
52521RAS0		2,357,220		1,999,845			(357,375)		1,999,845		1,262,735		9/30/2010
12669E4W3		2,775,166		2,218,359			(556,807)		2,218,359		2,657,258		9/30/2010
05949AA67		2,301,179		2,246,111			(55,068)		2,246,111		3,101,032		9/30/2010
76110HNQ8		2,978,792		2,836,485			(142,307)		2,836,485		1,900,872		9/30/2010
251510CY7		4,008,391		3,877,663			(130,728)		3,877,663		2,457,374		9/30/2010
12669DN79		4,281,079		3,932,407			(348,672)		3,932,407		2,303,428		9/30/2010
76110HQS1		4,582,481		4,359,220			(223,261)		4,359,220		3,995,766		9/30/2010
05948KKZ1		4,469,511		4,442,425			(27,086)		4,442,425		3,137,443		9/30/2010
576434JM7		5,523,783		5,415,092			(108,691)		5,415,092		3,306,110		9/30/2010
12667GUG6		6,076,219		5,956,519			(119,700)		5,956,519		5,270,371		9/30/2010
76110HSG5		6,261,452		6,042,010			(219,442)		6,042,010		3,928,811		9/30/2010
32051GFL4		7,399,409		7,313,027			(86,382)		7,313,027		5,749,581		9/30/2010
12667FW92		7,483,674		7,461,412			(22,262)		7,461,412		7,874,328		9/30/2010
05948KF38		7,700,164		7,591,407			(108,757)		7,591,407		7,856,195		9/30/2010
94984XAD2		7,777,291		7,755,115			(22,176)		7,755,115		4,252,391		9/30/2010
949837BK3		8,529,969		8,512,962			(17,007)		8,512,962		6,582,888		9/30/2010
12544RAL2		8,654,164		8,581,480			(72,684)		8,581,480		6,388,110		9/30/2010
12669EL95		8,835,696		8,797,873			(37,823)		8,797,873		6,601,090		9/30/2010
12669G5U1		9,025,626		8,841,996			(183,630)		8,841,996		8,322,040		9/30/2010
12669EWY8		9,139,220		8,891,603			(247,617)		8,891,603		6,957,959		9/30/2010
16165TBJ1		9,471,606		9,310,541			(161,065)		9,310,541		7,319,370		9/30/2010
94984XAB6		9,405,896		9,378,148			(27,748)		9,378,148		5,127,610		9/30/2010
12543TAD7		9,547,554		9,470,079			(77,475)		9,470,079		7,959,480		9/30/2010
76110HHA0		9,694,151		9,529,148			(165,003)		9,529,148		7,251,752		9/30/2010
17312FAD5		9,815,809		9,806,180			(9,629)		9,806,180		8,066,300		9/30/2010
362669AQ6		10,010,325		9,998,147			(12,178)		9,998,147		7,466,551		9/30/2010
05948KP37		10,530,359		10,456,348			(74,011)		10,456,348		8,709,566		9/30/2010
46627MAC1		10,932,249		10,874,923			(57,326)		10,874,923		6,533,115		9/30/2010
94984XAM2		11,873,049		11,838,358			(34,691)		11,838,358		7,959,049		9/30/2010
12667FYZ2		13,543,516		12,153,503			(1,390,013)		12,153,503		5,378,866		9/30/2010
45660LPD5		13,630,938		13,535,779			(95,159)		13,535,779		10,422,789		9/30/2010


		217		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
76114DAE4	$	14,403,332	$	14,158,910	$	(244,422)	$	14,158,910	$	13,090,774		9/30/2010
12667GKE2		14,381,868		14,217,499		(164,369)		14,217,499		12,474,020		9/30/2010
12669YAX0		14,609,899		14,474,708		(135,191)		14,474,708		7,351,063		9/30/2010
170255AS2		14,686,766		14,580,345		(106,421)		14,580,345		12,626,625		9/30/2010
36185MEG3		14,702,269		14,698,050		(4,219)		14,698,050		13,749,795		9/30/2010
12669YAH5		15,042,278		14,902,664		(139,614)		14,902,664		11,353,622		9/30/2010
12543UAE2		14,985,389		14,972,823		(12,566)		14,972,823		13,808,141		9/30/2010
46628YBP4		15,292,671		15,243,202		(49,469)		15,243,202		10,564,104		9/30/2010
12544DAQ2		15,349,276		15,280,254		(69,022)		15,280,254		10,370,642		9/30/2010
94985LAD7		15,362,213		15,357,526		(4,687)		15,357,526		11,807,387		9/30/2010
94983BAP4		15,420,761		15,412,864		(7,897)		15,412,864		12,098,625		9/30/2010
02151NBA9		15,606,580		15,520,065		(86,515)		15,520,065		12,120,095		9/30/2010
17025AAB8		16,283,347		15,828,040		(455,307)		15,828,040		16,699,980		9/30/2010
05948KC98		17,319,534		17,277,035		(42,499)		17,277,035		14,358,801		9/30/2010
05948KF20		17,618,032		17,564,850		(53,182)		17,564,850		15,131,075		9/30/2010
749577AL6		18,139,489		18,074,251		(65,238)		18,074,251		10,410,837		9/30/2010
02148YAD6		18,639,155		18,554,515		(84,640)		18,554,515		17,726,264		9/30/2010
12667GFT5		18,726,582		18,576,105		(150,477)		18,576,105		13,843,487		9/30/2010
12669YAF9		19,610,253		19,399,149		(211,104)		19,399,149		10,066,709		9/30/2010
949837BE7		19,849,775		19,801,905		(47,870)		19,801,905		15,333,220		9/30/2010
12667GW74		19,818,397		19,813,092		(5,305)		19,813,092		15,345,380		9/30/2010
12667F5Z4		21,428,561		21,294,549		(134,012)		21,294,549		17,673,695		9/30/2010
12544DAK5		21,491,809		21,405,725		(86,084)		21,405,725		16,578,519		9/30/2010
02149HAK6		21,864,991		21,660,002		(204,989)		21,660,002		20,699,706		9/30/2010
94985WAP6		21,974,515		21,939,669		(34,846)		21,939,669		19,201,255		9/30/2010
12667GQA4		22,343,996		22,294,347		(49,649)		22,294,347		16,792,289		9/30/2010
02148FAW5		24,307,551		23,980,519		(327,032)		23,980,519		19,215,067		9/30/2010
12667F7D1		24,953,037		24,876,150		(76,887)		24,876,150		19,505,863		9/30/2010
949837CC0		25,539,157		25,444,549		(94,608)		25,444,549		19,255,931		9/30/2010
74958BAH5		25,685,855		25,561,877		(123,978)		25,561,877		18,927,974		9/30/2010
16163BAP9		28,686,716		28,528,270		(158,446)		28,528,270		23,782,605		9/30/2010
94985JCA6		28,644,151		28,584,900		(59,251)		28,584,900		25,770,990		9/30/2010
46628YBK5		29,077,252		29,054,422		(22,830)		29,054,422		14,702,251		9/30/2010
94985JBR0		29,257,811		29,169,353		(88,458)		29,169,353		13,110,447		9/30/2010
12667GLE1		29,623,764		29,503,475		(120,289)		29,503,475		24,393,453		9/30/2010
12544LAK7		30,863,683		30,752,256		(111,427)		30,752,256		27,918,624		9/30/2010
02151FAD1		35,662,487		35,631,440		(31,047)		35,631,440		26,756,800		9/30/2010
94984HAC9		37,354,109		36,448,626		(905,483)		36,448,626		32,702,779		9/30/2010
74957XAF2		36,832,899		36,774,560		(58,339)		36,774,560		28,287,752		9/30/2010
94985WBL4		36,958,147		36,857,659		(100,488)		36,857,659		27,838,397		9/30/2010
17025JAB9		37,271,990		36,891,975		(380,015)		36,891,975		34,077,959		9/30/2010
12545CAU4		37,511,851		37,191,320		(320,531)		37,191,320		34,835,400		9/30/2010
12667F2J3		39,544,156		39,164,431		(379,725)		39,164,431		32,915,608		9/30/2010
161631AV8		40,692,742		40,504,203		(188,539)		40,504,203		32,871,977		9/30/2010
12543UAD4		42,273,632		42,132,737		(140,895)		42,132,737		23,735,250		9/30/2010
02147QAE2		43,134,015		42,336,150		(797,865)		42,336,150		37,748,150		9/30/2010


TIAA-CREF Investment Horizon Annuity Prospectus		218

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12670AAF8	$	45,917,985	$	45,587,433		$	(330,552)	$	45,587,433	$	37,380,393		9/30/2010
12544AAC9		48,512,531		48,193,800			(318,731)		48,193,800		28,169,900		9/30/2010
94985JAB6		48,450,962		48,327,700			(123,262)		48,327,700		30,442,250		9/30/2010
74958EAD8		48,969,169		48,804,200			(164,969)		48,804,200		41,046,800		9/30/2010
12667GJR5		50,995,614		50,818,362			(177,252)		50,818,362		37,041,360		9/30/2010
94985RAP7		61,403,193		61,264,640			(138,553)		61,264,640		44,305,600		9/30/2010
12667GFB4		66,405,357		66,349,512			(55,845)		66,349,512		52,004,355		9/30/2010
12667GBA0		67,787,544		67,607,741			(179,803)		67,607,741		51,342,736		9/30/2010
949837AF5		68,594,272		68,455,886			(138,386)		68,455,886		41,453,035		9/30/2010
94985WAQ4		72,997,980		72,781,248			(216,732)		72,781,248		57,469,842		9/30/2010
94986AAC2		110,671,126		110,256,395			(414,731)		110,256,395		97,475,610		9/30/2010
05948KF38		8,102,922		8,008,653			(94,269)		8,008,653		7,523,260		9/30/2010
02660TFM0		10,000,000		9,111,833			(888,167)		9,111,833		5,875,731		6/30/2010
05947UJV1		230,773		—	*		(230,773)		—		250,062		6/30/2010
05947UWD6		3,887		—	*		(3,887)		—		17		6/30/2010
38500XAL6		19,569,620		1,200,000			(18,369,620)		1,200,000		1,200,000		6/30/2010
38500XAM4		1,390,890		—	*		(1,390,890)		—		180,390		6/30/2010
61749EAE7		20,521,789		19,037,308			(1,484,481)		19,037,308		16,444,615		6/30/2010
02147QAE2		43,607,310		43,250,000			(357,310)		43,250,000		36,456,645		6/30/2010
02148FAW5		24,764,882		24,744,699			(20,183)		24,744,699		18,944,847		6/30/2010
02148YAD6		18,959,037		18,754,083			(204,954)		18,754,083		17,217,844		6/30/2010
02149HAK6		22,147,214		21,909,031			(238,183)		21,909,031		20,032,454		6/30/2010
02151CBD7		25,594,706		25,322,620			(272,086)		25,322,620		21,171,746		6/30/2010
02151FAD1		36,260,450		35,708,000			(552,450)		35,708,000		25,848,640		6/30/2010
05948KB65		9,775,591		9,767,580			(8,011)		9,767,580		6,880,762		6/30/2010
05948KC98		17,486,605		17,465,528			(21,077)		17,465,528		13,745,026		6/30/2010
05948KF20		17,769,200		17,751,754			(17,446)		17,751,754		15,634,741		6/30/2010
05948KKZ1		4,669,696		4,553,585			(116,111)		4,553,585		3,037,480		6/30/2010
05948KLA5		943,050		848,321			(94,729)		848,321		925,782		6/30/2010
05948KP37		10,605,841		10,530,759			(75,082)		10,530,759		8,290,079		6/30/2010
05949AMP2		840,574		727,190			(113,384)		727,190		1,437,741		6/30/2010
12543UAD4		42,348,982		42,321,343			(27,639)		42,321,343		22,970,474		6/30/2010
12543UAE2		15,120,338		15,014,740			(105,598)		15,014,740		8,284,514		6/30/2010
12543XAD8		24,672,024		24,630,000			(42,024)		24,630,000		18,013,338		6/30/2010
12544DAK5		21,554,275		21,486,386			(67,889)		21,486,386		15,740,814		6/30/2010
12544DAQ2		15,401,721		15,360,128			(41,593)		15,360,128		10,058,344		6/30/2010
12544LAK7		30,938,839		30,854,400			(84,439)		30,854,400		26,452,928		6/30/2010
12544RAL2		8,678,575		8,663,000			(15,575)		8,663,000		6,057,710		6/30/2010
12545CAU4		37,809,701		37,548,000			(261,701)		37,548,000		32,720,240		6/30/2010
12667F7D1		25,272,217		25,220,610			(51,607)		25,220,610		19,089,165		6/30/2010
12667FMJ1		18,249,039		16,795,987			(1,453,052)		16,795,987		9,771,574		6/30/2010
12667FR98		2,402,990		1,819,641			(583,349)		1,819,641		1,365,102		6/30/2010
12667FYZ2		14,897,374		13,912,931			(984,443)		13,912,931		5,145,385		6/30/2010
12667GBA0		68,402,008		68,282,640			(119,368)		68,282,640		50,138,543		6/30/2010
12667GFB4		67,048,513		66,949,823			(98,690)		66,949,823		50,786,923		6/30/2010
12667GFT5		18,766,761		18,741,443			(25,318)		18,741,443		13,010,285		6/30/2010


		219		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12667GJG9	$	16,197,696	$	16,150,982	$	(46,714)	$	16,150,982	$	11,650,232		6/30/2010
12667GJR5		50,615,994		50,483,550		(132,444)		50,483,550		35,617,692		6/30/2010
12667GKE2		14,577,494		14,515,865		(61,629)		14,515,865		7,914,878		6/30/2010
12667GLE1		29,905,071		29,881,712		(23,359)		29,881,712		23,880,078		6/30/2010
12667GQA4		22,506,298		22,460,394		(45,904)		22,460,394		16,292,248		6/30/2010
12667GUG6		6,374,893		6,339,105		(35,788)		6,339,105		5,439,295		6/30/2010
12667GW74		19,961,817		19,886,000		(75,817)		19,886,000		14,816,578		6/30/2010
12668AAG0		17,380,632		17,270,938		(109,694)		17,270,938		16,458,570		6/30/2010
126694JS8		27,851,078		27,774,433		(76,645)		27,774,433		11,456,916		6/30/2010
12669DN79		4,405,292		4,358,244		(47,048)		4,358,244		2,268,827		6/30/2010
12669DN87		1,232,118		1,116,045		(116,073)		1,116,045		1,266,465		6/30/2010
12669E4W3		2,888,994		2,881,803		(7,191)		2,881,803		2,594,890		6/30/2010
12669YAF9		19,667,671		19,608,000		(59,671)		19,608,000		9,585,698		6/30/2010
12669YAH5		15,357,306		15,079,800		(277,506)		15,079,800		10,946,251		6/30/2010
12669YAX0		14,918,393		14,647,080		(271,313)		14,647,080		6,992,192		6/30/2010
161631AV8		40,839,369		40,694,486		(144,883)		40,694,486		31,252,349		6/30/2010
16163BAP9		28,792,721		28,700,550		(92,171)		28,700,550		23,400,306		6/30/2010
170255AS2		14,759,899		14,701,500		(58,399)		14,701,500		11,982,225		6/30/2010
17025AAB8		16,181,831		16,172,000		(9,831)		16,172,000		14,520,234		6/30/2010
17307G4H8		8,933,129		8,323,160		(609,969)		8,323,160		6,853,426		6/30/2010
17312FAD5		9,835,339		9,813,000		(22,339)		9,813,000		7,749,916		6/30/2010
251510ET6		3,857,397		3,772,604		(84,793)		3,772,604		1,528,953		6/30/2010
32051GDH5		3,252,876		1,786,149		(1,466,727)		1,786,149		3,463,472		6/30/2010
32051GFL4		7,483,229		7,445,103		(38,126)		7,445,103		5,640,328		6/30/2010
32051GVL6		25,285,339		24,685,122		(600,217)		24,685,122		20,274,599		6/30/2010
36185MEG3		14,806,237		14,698,500		(107,737)		14,698,500		13,133,460		6/30/2010
3622MPAN8		28,614,151		28,411,588		(202,563)		28,411,588		23,067,594		6/30/2010
362669AQ6		10,054,269		10,017,389		(36,880)		10,017,389		7,067,147		6/30/2010
45660LPD5		13,629,843		13,624,200		(5,643)		13,624,200		9,771,779		6/30/2010
46628YBP4		15,318,147		15,300,702		(17,445)		15,300,702		10,182,346		6/30/2010
52521RAS0		2,469,848		2,467,918		(1,930)		2,467,918		1,344,928		6/30/2010
576434JM7		5,886,943		5,653,674		(233,269)		5,653,674		3,250,454		6/30/2010
576434SW5		8,120,545		7,355,638		(764,907)		7,355,638		6,446,802		6/30/2010
74951PEA2		597,326		543,209		(54,117)		543,209		436,786		6/30/2010
74957EAF4		38,358,479		38,293,596		(64,883)		38,293,596		31,920,863		6/30/2010
74957VAQ2		22,202,597		22,177,240		(25,357)		22,177,240		18,773,771		6/30/2010
749583AH3		10,118,223		10,072,116		(46,107)		10,072,116		4,455,192		6/30/2010
74958BAH5		25,784,859		25,728,036		(56,823)		25,728,036		18,448,619		6/30/2010
74958EAD8		49,154,795		48,980,000		(174,795)		48,980,000		39,845,220		6/30/2010
76110HHB8		2,928,571		2,269,149		(659,422)		2,269,149		1,574,575		6/30/2010
76110HNQ8		3,116,679		3,024,481		(92,198)		3,024,481		1,883,540		6/30/2010
76110HSG5		6,516,403		6,414,262		(102,141)		6,414,262		3,841,482		6/30/2010
76110HSH3		1,800,187		1,733,449		(66,738)		1,733,449		604,826		6/30/2010
761118PQ5		12,207,070		12,192,106		(14,964)		12,192,106		9,685,647		6/30/2010
94980KAQ5		547,902		379,172		(168,730)		379,172		609,386		6/30/2010
949837AF5		68,992,674		68,564,059		(428,615)		68,564,059		39,882,612		6/30/2010


TIAA-CREF Investment Horizon Annuity Prospectus		220

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
949837BE7	$	19,954,665	$	19,833,968		$	(120,697)	$	19,833,968	$	14,590,502		6/30/2010
949837BK3		8,580,092		8,527,305			(52,787)		8,527,305		6,364,555		6/30/2010
949837CC0		25,681,333		25,528,998			(152,335)		25,528,998		18,373,777		6/30/2010
94984XAB6		9,481,753		9,414,256			(67,497)		9,414,256		5,064,834		6/30/2010
94984XAD2		7,840,833		7,784,280			(56,553)		7,784,280		4,191,274		6/30/2010
94984XAM2		11,969,285		11,883,922			(85,363)		11,883,922		7,797,417		6/30/2010
94985JAB6		48,678,798		48,455,000			(223,798)		48,455,000		29,726,700		6/30/2010
94985JBR0		29,415,431		29,263,940			(151,491)		29,263,940		12,762,503		6/30/2010
94985JCA6		28,823,651		28,677,000			(146,651)		28,677,000		24,438,870		6/30/2010
94985RAP7		61,723,029		61,427,200			(295,829)		61,427,200		44,165,632		6/30/2010
94985WAP6		22,493,083		22,415,762			(77,321)		22,415,762		19,308,138		6/30/2010
94985WAQ4		72,279,028		71,850,942			(428,086)		71,850,942		30,769,004		6/30/2010
94985WBL4		37,110,835		36,927,295			(183,540)		36,927,295		27,557,573		6/30/2010
94986AAC2		111,161,847		110,675,500			(486,347)		110,675,500		92,731,400		6/30/2010
19075CAJ2		10,031,998		—	²		(5,248,178)		4,783,820		4,783,820		6/30/2010
19075CAK9		5,761,021		—	²		(385,711)		5,375,310		5,375,310		6/30/2010
19075CAN3		454,802		—	²		(4,802)		450,000		450,000		6/30/2010
03762AAG4		3,000,000		2,290,278			(709,722)		2,290,278		473,700		6/30/2010
05947UY28		3,872,411		3,536,539			(335,872)		3,536,539		2,304,160		6/30/2010
07383F4H8		4,215,294		2,999,442			(1,215,852)		2,999,442		2,092,997		6/30/2010
07383F6U7		5,012,020		4,551,163			(460,857)		4,551,163		2,193,960		6/30/2010
07387BEP4		4,526,623		2,598,305			(1,928,318)		2,598,305		1,022,967		6/30/2010
07387BEQ2		1,586,185		1,037,442			(548,743)		1,037,442		1,538,635		6/30/2010
07387BFZ1		2,845,351		2,806,498			(38,853)		2,806,498		994,117		6/30/2010
07387BGA5		1,043,338		704,201			(339,137)		704,201		475,037		6/30/2010
07388VAL2		11,525,006		10,970,227			(554,779)		10,970,227		3,277,402		6/30/2010
07388YBE1		1,156,869		1,027,849			(129,020)		1,027,849		718,053		6/30/2010
126171AQ0		4,279,102		3,221,462			(1,057,640)		3,221,462		1,587,060		6/30/2010
126671R73		4,136,680		1,903,429			(2,233,251)		1,903,429		1,441,915		6/30/2010
161546GN0		2,474,742		2,218,390			(256,352)		2,218,390		1,496,551		6/30/2010
161546HW9		2,109,796		1,916,133			(193,663)		1,916,133		877,420		6/30/2010
17310MAQ3		11,543,931		10,977,840			(566,091)		10,977,840		2,437,350		6/30/2010
17310MAS9		869,195		658,119			(211,076)		658,119		524,056		6/30/2010
190749AN1		454,683		—	*		(454,683)		—		334,555		6/30/2010
20047EAM4		17,809,954		2,262,744			(15,547,210)		2,262,744		7,551,052		6/30/2010
20047EAP7		1,939,562		86,050			(1,853,512)		86,050		4,187,072		6/30/2010
20173MAQ3		543,825		409,714			(134,111)		409,714		450,000		6/30/2010
21075WBA2		1,992,829		1,695,008			(297,821)		1,695,008		1,755,083		6/30/2010
21075WCJ2		1,024,488		991,680			(32,808)		991,680		919,230		6/30/2010
22544QAK5		7,527,566		3,664,397			(3,863,169)		3,664,397		4,856,256		6/30/2010
22544QAM1		1,598,153		928,636			(669,517)		928,636		4,888,517		6/30/2010
22544QAN9		462,771		405,235			(57,536)		405,235		2,008,916		6/30/2010
22544QAP4		260,514		141,114			(119,400)		141,114		1,063,716		6/30/2010
22544QAQ2		432,694		—	*		(432,694)		—		1,627,740		6/30/2010
225458SA7		18,121,902		2,904,026			(15,217,876)		2,904,026		2,131,445		6/30/2010
225458SB5		9,869,737		—	*		(9,869,737)		—		1,281,595		6/30/2010


		221		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP		Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
225470G80		$	9,885,679	$	9,314,838		$	(570,841)	$	9,314,838	$	3,586,580		6/30/2010
225470H22			829,081		674,362			(154,719)		674,362		930,776		6/30/2010
361849K84			7,525,132		4,018,985			(3,506,147)		4,018,985		4,018,985		6/30/2010
361849K92			7,623,154		—	*		(7,623,154)		—		3,325,906		6/30/2010
361849S29			4,640,299		2,288,639			(2,351,660)		2,288,639		2,291,990		6/30/2010
362332AT5			166,263		—	*		(166,263)		—		2,198,895		6/30/2010
36298JAA1			27,099,044		24,822,176			(2,276,868)		24,822,176		12,400,025		6/30/2010
36298JAC7			5,139,995		1,949,799			(3,190,196)		1,949,799		1,200,000		6/30/2010
449670FA1			1,137,158		989,132			(148,026)		989,132		824,067		6/30/2010
46625M2W8			1,190,469		1,035,452			(155,017)		1,035,452		172,779		6/30/2010
46625M2Y4			304,618		148,459			(156,159)		148,459		166,916		6/30/2010
46625MQ85			1,454,205		1,055,723			(398,482)		1,055,723		129,182		6/30/2010
46625MQ93			263,036		—	*		(263,036)		—		121,269		6/30/2010
46625MZH5			1,098,149		973,556			(124,593)		973,556		600,519		6/30/2010
46625MZJ1			229,904		—	*		(229,904)		—		480,692		6/30/2010
46625YC68			1,920,693		1,211,550			(709,143)		1,211,550		801,566		6/30/2010
46628FAU5			4,912,849		4,049,667			(863,182)		4,049,667		1,006,440		6/30/2010
46629PAU2			2,702,265		690,309			(2,011,956)		690,309		983,460		6/30/2010
46629YAM1			13,707,049		8,592,792			(5,114,257)		8,592,792		6,450,580		6/30/2010
46630AAC2			688,305		577,839			(110,466)		577,839		595,000		6/30/2010
46630AAG3			354,138		345,685			(8,453)		345,685		360,000		6/30/2010
46631BAN5			20,305,019		5,730,812			(14,574,207)		5,730,812		8,501,437		6/30/2010
46631BAP0			3,520,588		2,243,276			(1,277,312)		2,243,276		3,436,631		6/30/2010
46632HAQ4			644,565		523,138			(121,427)		523,138		487,451		6/30/2010
46632HAR2			1,000,083		789,774			(210,309)		789,774		968,281		6/30/2010
50179AAM9			2,402,327		1,391,550			(1,010,777)		1,391,550		480,000		6/30/2010
50180CAM2			2,358,833		2,090,558			(268,275)		2,090,558		1,991,243		6/30/2010
50180JAK1			20,070,456		17,763,790			(2,306,666)		17,763,790		4,400,140		6/30/2010
50180JAL9			3,748,058		176,580			(3,571,478)		176,580		840,000		6/30/2010
50180JAM7			1,106,615		432,446			(674,169)		432,446		1,700,000		6/30/2010
50180JAR6			308,480		212,024			(96,456)		212,024		840,000		6/30/2010
52108HV76			5,010,652		4,725,295			(285,357)		4,725,295		1,674,835		6/30/2010
52108HZ80			4,919,590		1,306,664			(3,612,926)		1,306,664		1,793,141		6/30/2010
52108MGC1			4,348,789		3,833,542			(515,247)		3,833,542		923,270		6/30/2010
52108MGD9			4,934,933		577,539			(4,357,394)		577,539		497,400		6/30/2010
52108RCK6			6,079,350		2,445,872			(3,633,478)		2,445,872		853,528		6/30/2010
52522HAL6			33,516,549		32,632,083			(884,466)		32,632,083		18,025,164		6/30/2010
55312TAH6			7,043,679		4,110,302			(2,933,377)		4,110,302		2,912,630		6/30/2010
55312YAJ1			1,059,807		891,680			(168,127)		891,680		2,550,000		6/30/2010
59023BAN4			1,021,114		1,018,056			(3,058)		1,018,056		770,000		6/30/2010
60687UAM9			3,361,402		2,705,553			(655,849)		2,705,553		1,074,526		6/30/2010
60687VAN5			32,425		27,267			(5,158)		27,267		749,891		6/30/2010
61745M6T5			6,514,086		5,299,526			(1,214,560)		5,299,526		2,651,250		6/30/2010
61745MX57			2,849,974		2,608,523			(241,451)		2,608,523		1,120,443		6/30/2010
61749MAG4	��		108,945		92,067			(16,878)		92,067		345,736		6/30/2010
61750YAF6			32,430,105		32,248,898			(181,207)		32,248,898		26,973,444		6/30/2010


TIAA-CREF Investment Horizon Annuity Prospectus		222

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
61751NAQ5	$	1,387,727	$	864,604		$	(523,123)	$	864,604	$	805,440		6/30/2010
61751NAR3		714,999		378,635			(336,364)		378,635		400,000		6/30/2010
61754KAP0		2,678,454		2,541,397			(137,057)		2,541,397		3,684,741		6/30/2010
643529AD2		12,102,280		11,103,196			(999,084)		11,103,196		8,263,928		6/30/2010
74438WAN6		1,082,617		400,684			(681,933)		400,684		35,420		6/30/2010
760985YY1		831,763		605,023			(226,740)		605,023		143,230		6/30/2010
76110WRX6		1,417,999		758,223			(659,776)		758,223		583,292		6/30/2010
86359B4V0		21,641,235		20,762,501			(878,734)		20,762,501		14,349,507		6/30/2010
86359DMX2		49,984,375		47,927,368			(2,057,007)		47,927,368		32,510,440		6/30/2010
87222PAE3		29,238,524		28,382,087			(856,437)		28,382,087		15,820,916		6/30/2010
92977QAM0		20,053,514		10,149,716			(9,903,798)		10,149,716		5,842,480		6/30/2010
92978MAL0		11,091,220		10,867,453			(223,767)		10,867,453		4,429,080		6/30/2010
92978MAN6		7,874,789		1,282,000			(6,592,789)		1,282,000		5,840,200		6/30/2010
92978MAT3		130,171		—	*		(130,171)		—		435,680		6/30/2010
92978TAK7		20,062,978		14,704,038			(5,358,940)		14,704,038		5,308,880		6/30/2010
92978TAL5		22,273,467		4,978,080			(17,295,387)		4,978,080		6,427,860		6/30/2010
92978TAM3		5,018,168		4,288,449			(729,719)		4,288,449		5,558,910		6/30/2010
93934DAR8		63,646		54,032			(9,614)		54,032		44,885		6/30/2010
939344AN7		6,065,430		—	²		(1,272,720)		4,792,710		4,792,710		6/30/2010
00253CHK6		2,245,378		1,955,804			(289,574)		1,955,804		1,174,423		3/31/2010
74040KAC6		6,795,019		—	²		(2,859,085)		3,935,934		3,935,934		3/31/2010
03702YAC4		25,200		—	²		(10,800)		14,400		14,400		3/31/2010
55312TAR4		650,808		—	²		(165,128)		485,680		485,680		3/31/2010
02147QAE2		45,092,898		43,634,925			(1,457,973)		43,634,925		35,987,230		3/31/2010
02148FAW5		26,144,301		25,008,260			(1,136,041)		25,008,260		18,776,720		3/31/2010
02148YAD6		19,568,230		18,986,984			(581,246)		18,986,984		17,070,532		3/31/2010
02149HAK6		23,392,360		22,157,145			(1,235,215)		22,157,145		19,738,678		3/31/2010
02151CBD7		27,542,769		25,854,585			(1,688,184)		25,854,585		23,165,668		3/31/2010
02151FAD1		37,054,586		36,269,400			(785,186)		36,269,400		25,475,656		3/31/2010
02151NBA9		17,316,643		15,671,369			(1,645,274)		15,671,369		8,688,977		3/31/2010
05947UVZ8		318,015		298,794			(19,221)		298,794		11,341		3/31/2010
05947UWA2		160,955		—	*		(160,955)		—		5,670		3/31/2010
05947UWB0		38,213		—	*		(38,213)		—		11		3/31/2010
05947UWC8		37,462		—	*		(37,462)		—		11		3/31/2010
05947UY28		4,010,191		3,876,118			(134,073)		3,876,118		2,551,720		3/31/2010
05948KB65		9,967,742		9,779,206			(188,536)		9,779,206		6,793,636		3/31/2010
05948KC98		17,655,061		17,488,890			(166,171)		17,488,890		13,601,691		3/31/2010
05948KF20		17,999,982		17,770,893			(229,089)		17,770,893		15,539,459		3/31/2010
05948KLA5		1,682,897		966,410			(716,487)		966,410		922,443		3/31/2010
05948KP37		10,677,570		10,605,671			(71,899)		10,605,671		8,190,960		3/31/2010
05949AA67		4,729,113		2,495,578			(2,233,535)		2,495,578		3,005,167		3/31/2010
05949AA75		255,894		251,887			(4,007)		251,887		430,578		3/31/2010
05949AM23		1,731,479		910,147			(821,332)		910,147		1,872,146		3/31/2010
05949AM31		358,619		174,351			(184,268)		174,351		328,060		3/31/2010
05949AMN7		6,185,487		5,227,430			(958,057)		5,227,430		4,028,445		3/31/2010
05949AMP2		2,112,024		867,709			(1,244,315)		867,709		1,432,633		3/31/2010


		223		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
05949TBF5	$	19,631,054	$	19,565,964	$	(65,090)	$	19,565,964	$	16,488,408		3/31/2010
059511AM7		1,289,986		1,249,704		(40,282)		1,249,704		1,392,444		3/31/2010
059511AS4		1,188,469		1,011,351		(177,118)		1,011,351		1,314,724		3/31/2010
059511AU9		1,414,062		1,236,027		(178,035)		1,236,027		1,730,310		3/31/2010
07383F5T1		4,790,399		4,327,654		(462,745)		4,327,654		1,797,485		3/31/2010
07387BGA5		1,400,027		1,067,771		(332,256)		1,067,771		394,127		3/31/2010
07388YBC5		1,667,650		1,652,127		(15,523)		1,652,127		1,013,894		3/31/2010
07388YBE1		1,280,301		1,239,645		(40,656)		1,239,645		651,277		3/31/2010
12543UAE2		15,131,563		15,127,220		(4,343)		15,127,220		8,170,711		3/31/2010
12543XAD8		24,797,903		24,672,225		(125,678)		24,672,225		18,039,990		3/31/2010
12544ABJ3		13,091,155		12,070,878		(1,020,277)		12,070,878		12,263,022		3/31/2010
12544DAK5		21,675,290		21,552,653		(122,637)		21,552,653		15,549,424		3/31/2010
12544DAQ2		15,572,064		15,404,221		(167,843)		15,404,221		9,926,487		3/31/2010
12566RAG6		38,921,572		36,322,540		(2,599,032)		36,322,540		29,557,714		3/31/2010
126378AG3		13,400,744		11,953,260		(1,447,484)		11,953,260		9,307,516		3/31/2010
126378AH1		14,653,389		13,107,947		(1,545,442)		13,107,947		8,948,331		3/31/2010
126670GR3		6,435,271		6,134,841		(300,430)		6,134,841		2,553,352		3/31/2010
126670QT8		3,567,630		3,532,757		(34,873)		3,532,757		1,735,609		3/31/2010
126671TW6		791,031		482,758		(308,273)		482,758		173,299		3/31/2010
12667F4N2		9,827,189		9,686,117		(141,072)		9,686,117		6,712,318		3/31/2010
12667F7D1		25,637,740		25,380,242		(257,498)		25,380,242		18,962,088		3/31/2010
12667FMJ1		19,236,952		18,352,895		(884,057)		18,352,895		9,673,785		3/31/2010
12667FR98		4,326,017		2,464,197		(1,861,820)		2,464,197		1,354,983		3/31/2010
12667FW92		8,268,058		8,092,925		(175,133)		8,092,925		8,186,958		3/31/2010
12667FYZ2		19,181,294		15,089,537		(4,091,757)		15,089,537		5,129,987		3/31/2010
12667GBA0		69,058,015		68,732,995		(325,020)		68,732,995		49,770,826		3/31/2010
12667GFB4		67,640,171		67,336,274		(303,897)		67,336,274		50,440,009		3/31/2010
12667GFT5		19,136,757		18,770,374		(366,383)		18,770,374		12,774,402		3/31/2010
12667GJG9		16,350,299		16,229,555		(120,744)		16,229,555		11,513,931		3/31/2010
12667GJR5		50,384,658		50,284,751		(99,907)		50,284,751		34,930,567		3/31/2010
12667GKE2		14,834,096		14,618,697		(215,399)		14,618,697		7,806,783		3/31/2010
12667GLE1		30,077,725		30,005,580		(72,145)		30,005,580		23,611,971		3/31/2010
12667GQA4		22,619,726		22,510,909		(108,817)		22,510,909		16,091,161		3/31/2010
12667GUG6		6,835,517		6,537,866		(297,651)		6,537,866		5,463,941		3/31/2010
12667GW74		20,027,382		19,963,420		(63,962)		19,963,420		14,633,914		3/31/2010
12668AAG0		18,586,413		17,911,328		(675,085)		17,911,328		16,654,665		3/31/2010
12668ASQ9		27,229,913		25,937,547		(1,292,366)		25,937,547		22,812,379		3/31/2010
12668ASR7		7,317,769		6,886,618		(431,151)		6,886,618		4,037,703		3/31/2010
12669DN79		4,528,692		4,471,443		(57,249)		4,471,443		2,271,979		3/31/2010
12669DN87		1,895,658		1,279,333		(616,325)		1,279,333		1,264,284		3/31/2010
12669E4W3		4,764,288		2,964,336		(1,799,952)		2,964,336		2,585,613		3/31/2010
12669EL95		9,268,819		9,039,136		(229,683)		9,039,136		6,425,375		3/31/2010
12669EWY8		9,536,306		9,367,430		(168,876)		9,367,430		6,773,222		3/31/2010
12669EWZ5		2,824,872		1,934,891		(889,981)		1,934,891		1,526,678		3/31/2010
12669G5U1		9,149,772		9,036,280		(113,492)		9,036,280		7,866,346		3/31/2010
12669YAH5		16,359,710		15,365,488		(994,222)		15,365,488		7,308,981		3/31/2010


TIAA-CREF Investment Horizon Annuity Prospectus		224

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12669YAX0	$	15,297,865	$	14,926,570		$	(371,295)	$	14,926,570	$	6,898,128		3/31/2010
161546ED4		1,026,193		150,374			(875,819)		150,374		122,313		3/31/2010
161546FY7		2,174,201		1,131,814			(1,042,387)		1,131,814		901,447		3/31/2010
161546GN0		3,527,196		2,676,088			(851,108)		2,676,088		1,565,295		3/31/2010
161546HW9		2,319,369		2,179,089			(140,280)		2,179,089		914,234		3/31/2010
161551FW1		102,065		17,042			(85,023)		17,042		6,631		3/31/2010
16163BAP9		28,961,620		28,795,776			(165,844)		28,795,776		23,240,422		3/31/2010
16165LAG5		13,413,371		13,314,507			(98,864)		13,314,507		8,095,071		3/31/2010
16165TBJ1		10,243,892		9,600,706			(643,186)		9,600,706		7,029,679		3/31/2010
17025AAB8		16,388,366		16,154,460			(233,906)		16,154,460		14,346,748		3/31/2010
17307GVK1		11,149,554		10,299,526			(850,028)		10,299,526		7,870,632		3/31/2010
17309YAD9		19,148,250		16,770,460			(2,377,790)		16,770,460		12,633,390		3/31/2010
17310AAR7		32,435,381		32,363,117			(72,264)		32,363,117		21,929,096		3/31/2010
17312FAD5		9,848,853		9,834,560			(14,293)		9,834,560		7,686,453		3/31/2010
190749AN1		1,108,586		511,945			(596,641)		511,945		360,290		3/31/2010
19075CAL7		2,833,371		2,096,747			(736,624)		2,096,747		4,471,046		3/31/2010
19075CAM5		719,222		568,626			(150,596)		568,626		851,135		3/31/2010
19075CAN3		556,895		476,463			(80,432)		476,463		500,000		3/31/2010
19075CAS2		2,932,809		2,400,723			(532,086)		2,400,723		2,419,440		3/31/2010
20047EAP7		2,599,344		2,086,554			(512,790)		2,086,554		5,188,491		3/31/2010
22544QAK5		15,058,638		7,669,903			(7,388,735)		7,669,903		4,243,770		3/31/2010
22544QAM1		6,170,500		1,899,693			(4,270,807)		1,899,693		4,437,299		3/31/2010
22544QAN9		2,210,330		592,662			(1,617,668)		592,662		1,752,254		3/31/2010
22544QAP4		928,438		334,945			(593,493)		334,945		942,255		3/31/2010
22544QAQ2		1,521,856		574,510			(947,346)		574,510		1,467,674		3/31/2010
225458SB5		13,997,534		9,852,236			(4,145,298)		9,852,236		2,691,761		3/31/2010
22545XAP8		717,543		—	*		(717,543)		—		2,567,337		3/31/2010
251510CY7		6,027,410		4,221,438			(1,805,972)		4,221,438		2,388,495		3/31/2010
251510ET6		5,967,441		3,950,554			(2,016,887)		3,950,554		1,526,850		3/31/2010
251511AC5		14,805,071		14,612,272			(192,799)		14,612,272		10,668,651		3/31/2010
294751BY7		3,584,750		2,457,027			(1,127,723)		2,457,027		1,050,749		3/31/2010
294751DH2		2,155,248		1,701,535			(453,713)		1,701,535		389,294		3/31/2010
294751DY5		1,611,177		1,242,907			(368,270)		1,242,907		272,004		3/31/2010
294751FB3		4,469,940		2,159,859			(2,310,081)		2,159,859		1,262,440		3/31/2010
294751FC1		1,232,038		609,805			(622,233)		609,805		514,437		3/31/2010
294754AY2		5,323,066		5,073,326			(249,740)		5,073,326		4,147,640		3/31/2010
32051GDH5		3,970,409		3,264,438			(705,971)		3,264,438		3,409,527		3/31/2010
32051GFL4		7,578,722		7,537,146			(41,576)		7,537,146		5,595,466		3/31/2010
36228CYQ0		23,086,753		19,954,462			(3,132,291)		19,954,462		7,527,524		3/31/2010
3622ECAH9		5,882,873		4,421,834			(1,461,039)		4,421,834		2,885,374		3/31/2010
3622ECAK2		18,750,828		16,607,826			(2,143,002)		16,607,826		11,280,108		3/31/2010
3622ELAD8		44,091,517		41,871,096			(2,220,421)		41,871,096		24,891,299		3/31/2010
3622MPBE7		50,351,907		49,993,950			(357,957)		49,993,950		40,524,485		3/31/2010
362332AT5		431,489		238,109			(193,380)		238,109		2,881,920		3/31/2010
362332AV0		399,877		—	*		(399,877)		—		1,640,000		3/31/2010
362334ME1		23,534,063		22,348,250			(1,185,813)		22,348,250		16,824,456		3/31/2010


		225		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
362334QC1	$	9,034,890	$	8,860,291		$	(174,599)	$	8,860,291	$	6,830,887		3/31/2010
362375AD9		15,214,761		14,512,803			(701,958)		14,512,803		11,097,407		3/31/2010
362669AQ6		10,072,205		10,055,881			(16,324)		10,055,881		6,988,691		3/31/2010
36298JAC7		7,457,412		5,205,353			(2,252,059)		5,205,353		1,300,000		3/31/2010
36828QLB0		6,650,482		5,297,161			(1,353,321)		5,297,161		1,925,996		3/31/2010
45660LPD5		13,660,835		13,628,158			(32,677)		13,628,158		9,535,212		3/31/2010
46412QAD9		4,715,407		4,220,242			(495,165)		4,220,242		2,670,797		3/31/2010
46625MQ93		446,572		295,023			(151,549)		295,023		121,263		3/31/2010
46627MAC1		11,101,556		10,947,012			(154,544)		10,947,012		6,190,987		3/31/2010
46628SAG8		24,118,269		20,192,336			(3,925,933)		20,192,336		14,055,183		3/31/2010
46628YBP4		15,322,409		15,320,058			(2,351)		15,320,058		10,033,890		3/31/2010
46629PAU2		3,005,928		2,707,139			(298,789)		2,707,139		898,887		3/31/2010
46629YAM1		15,658,620		13,795,880			(1,862,740)		13,795,880		5,507,620		3/31/2010
46630AAC2		1,551,188		728,104			(823,084)		728,104		490,000		3/31/2010
46631BAN5		28,347,649		20,421,136			(7,926,513)		20,421,136		6,896,809		3/31/2010
46631BAP0		9,891,067		3,714,812			(6,176,255)		3,714,812		2,894,337		3/31/2010
46632HAQ4		1,677,705		661,287			(1,016,418)		661,287		508,468		3/31/2010
46632HAR2		2,047,306		1,057,218			(990,088)		1,057,218		1,015,355		3/31/2010
50177AAL3		2,208,516		1,197,758			(1,010,758)		1,197,758		1,903,030		3/31/2010
50179AAM9		2,908,774		2,465,436			(443,338)		2,465,436		480,000		3/31/2010
50179AAN7		1,311,655		—	*		(1,311,655)		—		549,000		3/31/2010
50179AAS6		1,242,113		—	*		(1,242,113)		—		524,370		3/31/2010
50180JAM7		4,017,423		1,334,232			(2,683,191)		1,334,232		1,700,000		3/31/2010
50180JAR6		2,095,451		478,725			(1,616,726)		478,725		840,000		3/31/2010
52108HZ80		5,810,790		4,946,320			(864,470)		4,946,320		1,767,997		3/31/2010
52521RAS0		2,782,285		2,514,992			(267,293)		2,514,992		1,353,507		3/31/2010
525221EB9		29,827,547		28,822,444			(1,005,103)		28,822,444		20,852,745		3/31/2010
525221JW8		40,440,084		34,927,611			(5,512,473)		34,927,611		25,824,420		3/31/2010
52522HAL6		39,058,866		33,636,080			(5,422,786)		33,636,080		17,901,172		3/31/2010
52523KAH7		11,907,943		11,021,602			(886,341)		11,021,602		8,733,078		3/31/2010
55312TAJ2		2,018,264		1,289,222			(729,042)		1,289,222		1,686,681		3/31/2010
55312TAK9		3,935,156		2,755,763			(1,179,393)		2,755,763		3,275,550		3/31/2010
55312YAJ1		1,551,651		1,249,295			(302,356)		1,249,295		1,950,000		3/31/2010
55312YAK8		733,206		333,928			(399,278)		333,928		880,000		3/31/2010
55312YAL6		910,764		—	*		(910,764)		—		700,000		3/31/2010
55312YAS1		550,646		—	*		(550,646)		—		400,000		3/31/2010
55312YAT9		765,344		—	*		(765,344)		—		600,000		3/31/2010
576434GR9		2,237,348		1,529,886			(707,462)		1,529,886		1,340,151		3/31/2010
576434SW5		11,213,256		8,207,145			(3,006,111)		8,207,145		6,404,670		3/31/2010
59022HEC2		1,383,042		207,699			(1,175,343)		207,699		2,685,200		3/31/2010
59022HED0		159,625		—	*		(159,625)		—		225,006		3/31/2010
59023BAN4		1,122,794		1,105,828			(16,966)		1,105,828		700,000		3/31/2010
60687UAM9		3,497,630		3,390,262			(107,368)		3,390,262		825,381		3/31/2010
60687VAM7		657,467		431,421			(226,046)		431,421		1,131,145		3/31/2010
60687VAN5		298,309		80,935			(217,374)		80,935		641,864		3/31/2010
60688BAS7		2,250,067		1,955,270			(294,797)		1,955,270		1,571,053		3/31/2010


TIAA-CREF Investment Horizon Annuity Prospectus		226

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
61745MU68	$	2,299,306	$	1,415,396	$	(883,910)	$	1,415,396	$	1,525,508		3/31/2010
61745MX57		3,006,452		2,853,555		(152,897)		2,853,555		1,241,373		3/31/2010
61746WF21		92,228		86,333		(5,895)		86,333		107,333		3/31/2010
61749MAG4		191,762		145,696		(46,066)		145,696		315,933		3/31/2010
61749WAH0		5,178,256		4,930,474		(247,782)		4,930,474		3,532,277		3/31/2010
61749WAJ6		3,606,906		3,446,762		(160,144)		3,446,762		2,750,651		3/31/2010
61750CAS6		5,688,819		4,877,713		(811,106)		4,877,713		2,649,141		3/31/2010
61751NAQ5		1,632,133		1,424,789		(207,344)		1,424,789		689,540		3/31/2010
61751NAR3		835,685		762,541		(73,144)		762,541		400,000		3/31/2010
61752JAF7		12,151,727		11,733,026		(418,701)		11,733,026		9,177,410		3/31/2010
61753JAM1		1,468,321		1,034,343		(433,978)		1,034,343		1,927,030		3/31/2010
61753JAN9		893,267		724,829		(168,438)		724,829		1,013,006		3/31/2010
61754KAN5		29,543,750		14,902,848		(14,640,902)		14,902,848		7,169,550		3/31/2010
61754KAP0		4,753,770		2,882,584		(1,871,186)		2,882,584		3,179,403		3/31/2010
74951PEA2		1,411,161		611,715		(799,446)		611,715		798,880		3/31/2010
749577AL6		18,344,213		18,173,451		(170,762)		18,173,451		9,351,820		3/31/2010
74958BAH5		26,688,678		25,795,063		(893,615)		25,795,063		18,183,241		3/31/2010
74958EAD8		49,330,341		49,156,800		(173,541)		49,156,800		39,456,610		3/31/2010
75115CAG2		8,686,890		8,574,274		(112,616)		8,574,274		8,132,934		3/31/2010
75971EAF3		426,984		364,335		(62,649)		364,335		261,375		3/31/2010
759950GW2		11,000,000		9,571,051		(1,428,949)		9,571,051		5,472,159		3/31/2010
7609854A6		33,830,344		30,009,356		(3,820,988)		30,009,356		15,941,114		3/31/2010
760985YY1		951,336		833,683		(117,653)		833,683		122,201		3/31/2010
76110HHB8		3,704,290		2,979,257		(725,033)		2,979,257		1,570,435		3/31/2010
76110HNQ8		3,421,480		3,163,808		(257,672)		3,163,808		1,875,614		3/31/2010
76110HQS1		5,909,509		4,753,597		(1,155,912)		4,753,597		3,911,273		3/31/2010
76110HQT9		1,234,187		501,006		(733,181)		501,006		552,010		3/31/2010
76110HSH3		2,599,507		1,840,661		(758,846)		1,840,661		597,846		3/31/2010
76110HX53		10,731,362		10,506,169		(225,193)		10,506,169		7,093,483		3/31/2010
76110HX87		23,928,208		23,397,766		(530,442)		23,397,766		15,777,859		3/31/2010
76110WQA7		15,542,700		14,592,408		(950,292)		14,592,408		6,411,873		3/31/2010
76110WRX6		2,811,280		1,514,494		(1,296,786)		1,514,494		597,290		3/31/2010
76110WTB2		4,358,804		4,046,507		(312,297)		4,046,507		1,956,630		3/31/2010
76110WTU0		2,967,641		2,806,539		(161,102)		2,806,539		1,139,118		3/31/2010
76110WUL8		14,858,673		14,320,496		(538,177)		14,320,496		4,842,900		3/31/2010
76110WUM6		6,485,856		6,369,500		(116,356)		6,369,500		5,036,685		3/31/2010
76110WVT0		877,241		672,338		(204,903)		672,338		363,176		3/31/2010
76110WWK8		2,357,146		1,818,861		(538,285)		1,818,861		770,759		3/31/2010
761118CZ9		11,151,038		10,916,220		(234,818)		10,916,220		5,093,136		3/31/2010
761118PQ5		12,290,266		12,209,616		(80,650)		12,209,616		9,599,776		3/31/2010
76113GAC2		981,879		350,473		(631,406)		350,473		382,698		3/31/2010
76114DAE4		15,287,451		15,118,884		(168,567)		15,118,884		13,098,239		3/31/2010
87222PAE3		35,277,842		29,398,655		(5,879,187)		29,398,655		16,122,708		3/31/2010
92977QAP3		8,825,113		2,097,324		(6,727,789)		2,097,324		3,343,397		3/31/2010
92977QAQ1		3,067,791		555,880		(2,511,911)		555,880		2,894,060		3/31/2010
92978MAN6		21,198,285		8,122,135		(13,076,150)		8,122,135		6,003,050		3/31/2010


		227		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
92978MAT3	$	1,306,147	$	207,324		$	(1,098,823)	$	207,324	$	1,234,287		3/31/2010
92978QAP2		454,099		—	*		(454,099)		—		1,408,390		3/31/2010
92978QAR8		1,555,608		—	*		(1,555,608)		—		3,448,340		3/31/2010
92978QAT4		721,689		—	*		(721,689)		—		1,200,000		3/31/2010
93934DAR8		80,306		66,124			(14,182)		66,124		42,673		3/31/2010
94980KAQ5		672,475		563,431			(109,044)		563,431		608,303		3/31/2010
949837AF5		69,106,312		68,983,549			(122,763)		68,983,549		39,419,082		3/31/2010
949837BE7		19,956,633		19,950,284			(6,349)		19,950,284		14,404,911		3/31/2010
949837BK3		8,604,257		8,579,231			(25,026)		8,579,231		6,285,336		3/31/2010
94983BAP4		15,480,624		15,407,947			(72,677)		15,407,947		11,951,023		3/31/2010
94984AAR1		29,305,436		29,134,800			(170,636)		29,134,800		15,831,891		3/31/2010
94984AAS9		10,026,305		9,967,760			(58,545)		9,967,760		7,951,333		3/31/2010
94984FAR0		35,362,500		35,181,913			(180,587)		35,181,913		26,150,659		3/31/2010
94984JAK7		44,835,899		43,930,925			(904,974)		43,930,925		31,606,570		3/31/2010
94984XAB6		9,537,419		9,483,578			(53,841)		9,483,578		5,034,366		3/31/2010
94984XAD2		7,887,301		7,842,358			(44,943)		7,842,358		4,163,905		3/31/2010
94984XAM2		12,041,714		11,971,668			(70,046)		11,971,668		7,721,227		3/31/2010
94985JAB6		48,930,619		48,678,950			(251,669)		48,678,950		29,241,105		3/31/2010
94985JBR0		29,490,677		29,416,351			(74,326)		29,416,351		12,570,636		3/31/2010
94985JCA6		28,951,381		28,831,230			(120,151)		28,831,230		24,132,195		3/31/2010
94985RAP7		61,798,708		61,727,872			(70,836)		61,727,872		43,791,258		3/31/2010
94985WAP6		23,112,305		22,793,202			(319,103)		22,793,202		19,317,875		3/31/2010
94985WAQ4		71,557,171		71,525,516			(31,655)		71,525,516		30,565,698		3/31/2010
94985WBL4		37,253,580		37,102,427			(151,153)		37,102,427		27,324,140		3/31/2010
94986AAC2		111,247,247		111,160,855			(86,392)		111,160,855		80,968,395		3/31/2010
02148FAW5		28,092,012		26,534,625			(1,557,387)		26,534,625		18,680,752		12/31/2009
02149HAK6		24,244,801		23,401,542			(843,259)		23,401,542		18,845,141		12/31/2009
02151CBD7		28,168,626		27,928,844			(239,782)		27,928,844		23,040,583		12/31/2009
02151FAD1		38,605,381		37,069,441			(1,535,940)		37,069,441		24,873,276		12/31/2009
02151NBA9		18,265,546		17,329,209			(936,337)		17,329,209		8,458,155		12/31/2009
03702YAC4		28,800		—	²		(3,600)		25,200		25,200		12/31/2009
03927NAA1		14,694,000		9,404,655			(5,289,345)		9,404,655		5,250,000		12/31/2009
05947UJT6		684,903		461,411			(223,492)		461,411		307,397		12/31/2009
05947UMM7		2,599,818		1,949,371			(650,447)		1,949,371		378,124		12/31/2009
05947UVY1		1,969,347		1,783,588			(185,759)		1,783,588		231,398		12/31/2009
05947UVZ8		1,943,102		318,015			(1,625,087)		318,015		230,470		12/31/2009
05947UWA2		767,441		160,955			(606,486)		160,955		225,250		12/31/2009
05947UWB0		131,202		38,214			(92,988)		38,214		109,176		12/31/2009
05947UWC8		58,568		37,462			(21,106)		37,462		100,663		12/31/2009
05947UWD6		68,815		3,886			(64,929)		3,886		85,979		12/31/2009
05948KB65		10,449,434		9,975,968			(473,466)		9,975,968		6,636,940		12/31/2009
05948KC98		17,774,894		17,659,659			(115,235)		17,659,659		13,260,340		12/31/2009
05948KLA5		1,899,662		1,730,054			(169,608)		1,730,054		929,252		12/31/2009
05948KP37		10,774,470		10,676,031			(98,439)		10,676,031		7,980,675		12/31/2009
059497AC1		10,033,749		7,475,988			(2,557,761)		7,475,988		2,700,530		12/31/2009
05949AA67		6,044,085		4,810,509			(1,233,576)		4,810,509		3,013,807		12/31/2009


TIAA-CREF Investment Horizon Annuity Prospectus		228

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
05949AA75	$	751,465	$	301,666	$	(449,799)	$	301,666	$	430,971		12/31/2009
05949AM23		2,018,499		1,815,560		(202,939)		1,815,560		1,867,555		12/31/2009
05949AM31		419,986		371,791		(48,195)		371,791		325,386		12/31/2009
05949AMP2		2,912,645		2,125,205		(787,440)		2,125,205		1,401,219		12/31/2009
059511AL9		7,909,548		4,984,251		(2,925,297)		4,984,251		2,157,600		12/31/2009
059511AM7		3,154,584		1,355,076		(1,799,508)		1,355,076		1,145,100		12/31/2009
059511AS4		1,707,661		1,267,071		(440,590)		1,267,071		1,098,652		12/31/2009
059511AU9		2,073,166		1,533,143		(540,023)		1,533,143		1,463,230		12/31/2009
07387BEQ2		6,510,227		1,763,263		(4,746,964)		1,763,263		2,421,832		12/31/2009
07387BGA5		2,801,784		1,418,267		(1,383,517)		1,418,267		380,252		12/31/2009
07388YBC5		1,811,745		1,741,414		(70,331)		1,741,414		858,613		12/31/2009
07388YBE1		1,393,067		1,358,950		(34,117)		1,358,950		594,875		12/31/2009
073945AN7		3,339,528		3,306,158		(33,370)		3,306,158		957,803		12/31/2009
073945AQ0		1,868,880		659,799		(1,209,081)		659,799		418,758		12/31/2009
073945AS6		579,048		467,855		(111,193)		467,855		261,696		12/31/2009
12543TAD7		10,072,936		9,581,949		(490,987)		9,581,949		7,308,631		12/31/2009
12543UAD4		45,177,737		42,394,764		(2,782,973)		42,394,764		20,791,904		12/31/2009
12543UAE2		15,930,769		15,151,663		(779,106)		15,151,663		7,917,427		12/31/2009
12544AAC9		49,835,937		48,573,999		(1,261,938)		48,573,999		25,931,615		12/31/2009
12544DAK5		21,950,653		21,668,533		(282,120)		21,668,533		15,139,755		12/31/2009
12544DAQ2		15,698,178		15,576,809		(121,369)		15,576,809		9,330,008		12/31/2009
12544LAK7		31,269,224		30,929,119		(340,105)		30,929,119		23,283,773		12/31/2009
12544RAL2		8,883,000		8,687,070		(195,930)		8,687,070		5,835,361		12/31/2009
12545CAU4		39,546,663		37,843,801		(1,702,862)		37,843,801		29,109,776		12/31/2009
12558MBN1		14,860,111		14,345,457		(514,654)		14,345,457		2,493,919		12/31/2009
12566RAG6		40,498,727		38,955,331		(1,543,396)		38,955,331		28,805,442		12/31/2009
12566XAE8		34,342,512		31,146,696		(3,195,816)		31,146,696		22,906,737		12/31/2009
12566XAG3		15,725,340		14,714,071		(1,011,269)		14,714,071		7,004,737		12/31/2009
126171AQ0		4,979,133		4,294,375		(684,758)		4,294,375		1,184,275		12/31/2009
126378AG3		14,468,757		13,583,840		(884,917)		13,583,840		9,322,523		12/31/2009
126378AH1		15,735,264		14,849,376		(885,888)		14,849,376		8,924,133		12/31/2009
126670GR3		6,999,491		6,444,126		(555,365)		6,444,126		2,538,239		12/31/2009
126670QT8		3,628,335		3,588,346		(39,989)		3,588,346		2,216,845		12/31/2009
126671TW6		1,104,726		893,475		(211,251)		893,475		157,397		12/31/2009
12667F2J3		38,230,681		37,962,650		(268,031)		37,962,650		16,806,135		12/31/2009
12667F4N2		10,000,000		9,861,140		(138,860)		9,861,140		6,538,343		12/31/2009
12667FMJ1		19,582,164		19,378,750		(203,414)		19,378,750		11,437,931		12/31/2009
12667FR98		6,874,348		4,442,078		(2,432,270)		4,442,078		1,295,211		12/31/2009
12667FYZ2		24,125,540		19,416,478		(4,709,062)		19,416,478		5,117,969		12/31/2009
12667GFB4		68,056,538		67,661,838		(394,700)		67,661,838		49,131,254		12/31/2009
12667GFT5		19,521,163		19,142,452		(378,711)		19,142,452		12,645,891		12/31/2009
12667GJG9		16,385,944		16,353,724		(32,220)		16,353,724		11,171,557		12/31/2009
12667GKE2		15,362,913		14,843,603		(519,310)		14,843,603		7,562,329		12/31/2009
12667GQA4		23,036,429		22,632,016		(404,413)		22,632,016		15,677,998		12/31/2009
12667GW74		20,096,846		20,031,300		(65,546)		20,031,300		14,258,906		12/31/2009
12668ASQ9		4,716,558		4,702,861		(13,697)		4,702,861		3,743,740		12/31/2009


		229		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
12668ASQ9	$	23,876,161	$	23,806,826	$	(69,335)	$	23,806,826	$	18,951,563		12/31/2009
12668ASR7		7,449,505		7,322,310		(127,195)		7,322,310		3,739,156		12/31/2009
126694AG3		14,053,115		13,575,455		(477,660)		13,575,455		5,578,762		12/31/2009
126694HK7		19,184,867		19,020,520		(164,347)		19,020,520		14,660,188		12/31/2009
126694JS8		27,939,566		27,834,551		(105,015)		27,834,551		10,595,359		12/31/2009
126694W61		24,054,887		22,698,356		(1,356,531)		22,698,356		9,466,804		12/31/2009
126694XQ6		32,714,970		30,923,460		(1,791,510)		30,923,460		13,730,021		12/31/2009
12669DN87		2,557,344		1,951,794		(605,550)		1,951,794		1,261,641		12/31/2009
12669E4W3		5,078,179		4,840,772		(237,407)		4,840,772		2,593,800		12/31/2009
12669YAF9		20,652,190		19,664,480		(987,710)		19,664,480		8,774,980		12/31/2009
12669YAH5		16,469,188		16,368,464		(100,724)		16,368,464		6,872,166		12/31/2009
12669YAX0		15,969,650		15,316,597		(653,053)		15,316,597		6,697,462		12/31/2009
12670AAF8		48,352,021		45,989,004		(2,363,017)		45,989,004		33,931,285		12/31/2009
161546FY7		4,136,277		2,201,131		(1,935,146)		2,201,131		671,769		12/31/2009
161551FW1		154,005		103,493		(50,512)		103,493		3,237		12/31/2009
161631AV8		42,128,293		40,838,840		(1,289,453)		40,838,840		30,045,941		12/31/2009
16163BAP9		29,341,512		28,968,116		(373,396)		28,968,116		13,865,667		12/31/2009
16165LAG5		13,821,284		13,647,764		(173,520)		13,647,764		7,986,973		12/31/2009
16165TBJ1		10,448,900		10,263,761		(185,139)		10,263,761		6,816,639		12/31/2009
170255AS2		15,112,930		14,773,335		(339,595)		14,773,335		11,552,634		12/31/2009
17025JAB9		9,459,235		9,190,500		(268,735)		9,190,500		4,008,065		12/31/2009
17025JAB9		28,874,314		28,054,001		(820,313)		28,054,001		12,234,618		12/31/2009
17025TAV3		28,498,552		27,463,403		(1,035,149)		27,463,403		15,287,882		12/31/2009
172973W62		440,184		436,545		(3,639)		436,545		313,988		12/31/2009
17309YAD9		20,217,243		19,172,925		(1,044,318)		19,172,925		12,006,899		12/31/2009
17310AAR7		32,963,982		32,409,718		(554,264)		32,409,718		20,022,763		12/31/2009
17310MAQ3		15,046,908		11,646,343		(3,400,565)		11,646,343		1,856,580		12/31/2009
17310MAS9		1,275,932		960,222		(315,710)		960,222		414,852		12/31/2009
17312FAD5		9,855,551		9,846,320		(9,231)		9,846,320		7,494,675		12/31/2009
190749AN1		1,490,230		1,163,840		(326,390)		1,163,840		360,290		12/31/2009
19075CAK9		10,988,235		5,934,671		(5,053,564)		5,934,671		4,175,325		12/31/2009
19075CAL7		4,094,402		2,993,689		(1,100,713)		2,993,689		3,540,530		12/31/2009
19075CAM5		1,087,743		779,994		(307,749)		779,994		719,115		12/31/2009
19075CAN3		841,743		620,145		(221,598)		620,145		500,000		12/31/2009
19075CAS2		3,735,011		3,321,386		(413,625)		3,321,386		2,419,440		12/31/2009
20047EAP7		3,693,912		2,729,624		(964,288)		2,729,624		4,169,656		12/31/2009
20173MAN0		19,810,076		7,538,530		(12,271,546)		7,538,530		3,457,580		12/31/2009
20173MAQ3		1,220,517		672,398		(548,119)		672,398		450,000		12/31/2009
22544QAK5		17,504,444		15,077,211		(2,427,233)		15,077,211		3,463,938		12/31/2009
22544QAM1		19,198,558		6,452,459		(12,746,099)		6,452,459		3,771,547		12/31/2009
22544QAN9		3,673,347		2,374,304		(1,299,043)		2,374,304		1,541,414		12/31/2009
22544QAP4		1,395,672		1,013,001		(382,671)		1,013,001		841,401		12/31/2009
22544QAQ2		2,386,341		1,713,686		(672,655)		1,713,686		1,332,980		12/31/2009
225458DT2		2,910,803		2,893,702		(17,101)		2,893,702		1,143,105		12/31/2009
225458SB5		14,087,585		14,001,463		(86,122)		14,001,463		3,794,631		12/31/2009
22545XAP8		2,080,603		858,458		(1,222,145)		858,458		2,707,527		12/31/2009


TIAA-CREF Investment Horizon Annuity Prospectus		230

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
22545XAQ6	$	1,601,753	$	—	*	$	(1,601,753)	$	—	$	1,117,160		12/31/2009
225470H22		970,504		913,918			(56,586)		913,918		879,984		12/31/2009
251510CY7		6,174,468		6,128,159			(46,309)		6,128,159		2,385,464		12/31/2009
251510ET6		6,610,704		6,129,009			(481,695)		6,129,009		1,531,776		12/31/2009
294751FB3		4,704,156		4,472,358			(231,798)		4,472,358		941,193		12/31/2009
294751FC1		2,323,121		1,249,074			(1,074,047)		1,249,074		395,093		12/31/2009
294754AY2		5,853,602		5,588,893			(264,709)		5,588,893		4,304,994		12/31/2009
32051G2J3		19,664,606		19,456,027			(208,579)		19,456,027		15,337,214		12/31/2009
32051GDH5		5,217,232		4,028,086			(1,189,146)		4,028,086		3,390,503		12/31/2009
32051GFL4		7,842,427		7,595,406			(247,021)		7,595,406		5,536,785		12/31/2009
36157TJG7		1,804,125		1,308,394			(495,731)		1,308,394		1,469,454		12/31/2009
361849S29		6,462,883		4,691,114			(1,771,769)		4,691,114		1,678,015		12/31/2009
36228CYQ0		24,033,161		23,095,688			(937,473)		23,095,688		7,171,836		12/31/2009
3622ECAH9		6,009,448		5,942,640			(66,808)		5,942,640		2,934,538		12/31/2009
3622MPBE7		50,481,437		50,370,399			(111,038)		50,370,399		39,532,250		12/31/2009
362332AM0		6,642,090		4,602,455			(2,039,635)		4,602,455		1,911,030		12/31/2009
362332AN8		3,128,933		473,329			(2,655,604)		473,329		856,025		12/31/2009
362332AT5		8,451,782		642,221			(7,809,561)		642,221		2,520,945		12/31/2009
362332AV0		3,936,084		668,865			(3,267,219)		668,865		1,640,000		12/31/2009
362334QC1		9,544,327		9,182,164			(362,163)		9,182,164		7,009,589		12/31/2009
362669AQ6		10,133,998		10,076,618			(57,380)		10,076,618		6,805,070		12/31/2009
36298JAC7		9,824,095		7,485,905			(2,338,190)		7,485,905		1,299,000		12/31/2009
36828QSL1		1,764,915		977,473			(787,442)		977,473		908,306		12/31/2009
45660LPD5		13,759,047		13,655,346			(103,701)		13,655,346		9,245,813		12/31/2009
46412QAD9		4,768,657		4,752,037			(16,620)		4,752,037		1,247,784		12/31/2009
46614KAB2		2,754,987		2,069,970			(685,017)		2,069,970		500,000		12/31/2009
46625M2W8		1,230,406		1,196,250			(34,156)		1,196,250		169,265		12/31/2009
46625MQ93		2,095,225		474,700			(1,620,525)		474,700		146,389		12/31/2009
46625MZH5		1,179,409		1,094,197			(85,212)		1,094,197		490,187		12/31/2009
46625MZJ1		2,162,622		259,295			(1,903,327)		259,295		342,817		12/31/2009
46625MZK8		2,331,637		—	*		(2,331,637)		—		302,478		12/31/2009
46625MZL6		44,886		—	*		(44,886)		—		225,453		12/31/2009
46625YC68		3,016,699		1,949,218			(1,067,481)		1,949,218		439,970		12/31/2009
46627MAC1		11,109,835		11,107,913			(1,922)		11,107,913		5,679,297		12/31/2009
46628SAG8		26,022,755		24,189,294			(1,833,461)		24,189,294		13,494,828		12/31/2009
46628YBK5		29,479,163		29,064,914			(414,249)		29,064,914		12,713,916		12/31/2009
46628YBP4		15,611,011		15,328,042			(282,969)		15,328,042		9,316,003		12/31/2009
46629YAM1		16,337,536		15,714,000			(623,536)		15,714,000		4,461,220		12/31/2009
46629YAQ2		1,460,898		1,180,316			(280,582)		1,180,316		1,011,940		12/31/2009
46630AAG3		450,846		429,259			(21,587)		429,259		360,000		12/31/2009
46630JAQ2		30,100,789		28,949,901			(1,150,888)		28,949,901		11,111,370		12/31/2009
46630JAS8		2,912,412		2,596,223			(316,189)		2,596,223		2,667,440		12/31/2009
46630JAU3		4,457,046		3,568,616			(888,430)		3,568,616		4,334,260		12/31/2009
46630JAW9		3,084,864		2,480,742			(604,122)		2,480,742		3,159,820		12/31/2009
46631BAP0		16,557,726		9,978,276			(6,579,450)		9,978,276		2,458,651		12/31/2009
46632HAR2		2,993,238		2,071,845			(921,393)		2,071,845		863,376		12/31/2009


		231		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
50177AAL3	$	9,847,630	$	2,320,838		$	(7,526,792)	$	2,320,838	$	1,603,730		12/31/2009
50179AAM9		3,872,820		2,919,211			(953,609)		2,919,211		480,000		12/31/2009
50179AAN7		1,687,002		1,350,628			(336,374)		1,350,628		549,000		12/31/2009
50179AAS6		1,625,796		1,300,608			(325,188)		1,300,608		524,370		12/31/2009
50180CAV2		824,030		740,070			(83,960)		740,070		720,000		12/31/2009
50180JAM7		5,085,004		4,203,919			(881,085)		4,203,919		1,700,000		12/31/2009
50180JAR6		2,635,610		2,240,013			(395,597)		2,240,013		840,000		12/31/2009
52108HZ80		6,961,779		5,822,810			(1,138,969)		5,822,810		1,828,078		12/31/2009
525221EB9		4,999,219		4,976,531			(22,688)		4,976,531		2,699,322		12/31/2009
525221EB9		24,996,094		24,882,653			(113,441)		24,882,653		13,496,608		12/31/2009
525221JW8		42,492,282		40,532,474			(1,959,808)		40,532,474		25,739,305		12/31/2009
52522HAL6		40,000,000		39,094,709			(905,291)		39,094,709		17,347,248		12/31/2009
55312TAH6		10,038,969		7,114,883			(2,924,086)		7,114,883		2,796,660		12/31/2009
55312TAJ2		4,409,205		2,116,859			(2,292,346)		2,116,859		2,034,828		12/31/2009
55312TAK9		5,861,263		4,227,537			(1,633,726)		4,227,537		3,406,325		12/31/2009
55312TAQ6		627,674		—	²		(29,932)		597,742		597,742		12/31/2009
55312TAR4		692,324		—	²		(41,516)		650,808		650,808		12/31/2009
55312YAJ1		3,719,481		1,734,574			(1,984,907)		1,734,574		3,123,960		12/31/2009
55312YAK8		1,238,011		832,561			(405,450)		832,561		1,387,912		12/31/2009
576434GR9		2,302,714		2,299,657			(3,057)		2,299,657		1,342,087		12/31/2009
576434SW5		11,501,301		11,319,423			(181,878)		11,319,423		6,428,454		12/31/2009
59022HEC2		4,863,526		1,462,290			(3,401,236)		1,462,290		2,343,838		12/31/2009
59022HED0		254,509		182,000			(72,509)		182,000		271,585		12/31/2009
59025KAK8		19,132,586		18,816,090			(316,496)		18,816,090		6,127,020		12/31/2009
60687UAM9		5,359,678		3,522,644			(1,837,034)		3,522,644		724,072		12/31/2009
60687VAM7		1,011,356		718,736			(292,620)		718,736		973,765		12/31/2009
60687VAN5		467,103		343,023			(124,080)		343,023		551,651		12/31/2009
60688BAM0		5,814,544		2,690,005			(3,124,539)		2,690,005		1,276,092		12/31/2009
60688BAS7		2,980,912		2,368,385			(612,527)		2,368,385		1,370,490		12/31/2009
61745MTQ6		3,511,230		3,145,941			(365,289)		3,145,941		467,827		12/31/2009
61745MU68		2,521,714		2,318,144			(203,570)		2,318,144		1,326,172		12/31/2009
61749EAE7		21,937,113		20,632,744			(1,304,369)		20,632,744		14,241,794		12/31/2009
61749MAC3		4,982,502		3,122,849			(1,859,653)		3,122,849		1,248,255		12/31/2009
61749MAD1		3,971,145		869,200			(3,101,945)		869,200		1,097,016		12/31/2009
61749MAE9		649,935		537,517			(112,418)		537,517		973,452		12/31/2009
61749MAF6		335,488		309,596			(25,892)		309,596		444,996		12/31/2009
61749MAG4		245,789		226,491			(19,298)		226,491		295,570		12/31/2009
61749WAH0		5,831,762		5,444,731			(387,031)		5,444,731		4,125,921		12/31/2009
61749WAJ6		3,826,597		3,730,700			(95,897)		3,730,700		2,791,770		12/31/2009
61750YAF6		33,373,686		32,686,865			(686,821)		32,686,865		16,663,416		12/31/2009
61751NAQ5		2,487,197		1,664,541			(822,656)		1,664,541		589,020		12/31/2009
61751NAR3		1,028,941		880,327			(148,614)		880,327		400,000		12/31/2009
61752JAF7		12,681,357		12,380,156			(301,201)		12,380,156		9,537,557		12/31/2009
61753JAN9		1,142,224		984,350			(157,874)		984,350		877,061		12/31/2009
61754KAN5		29,809,708		29,531,670			(278,038)		29,531,670		5,844,840		12/31/2009
61754KAP0		13,409,091		4,918,205			(8,490,886)		4,918,205		2,666,250		12/31/2009


TIAA-CREF Investment Horizon Annuity Prospectus		232

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
643529AD2	$	13,146,934	$	13,050,002	$	(96,932)	$	13,050,002	$	9,017,512		12/31/2009
74438WAN6		1,816,058		1,072,747		(743,311)		1,072,747		458,439		12/31/2009
74924PAJ1		936,873		519,462		(417,411)		519,462		328,120		12/31/2009
74951PEA2		3,495,148		1,433,284		(2,061,864)		1,433,284		835,487		12/31/2009
749577AL6		19,105,048		18,361,591		(743,457)		18,361,591		8,706,964		12/31/2009
74957EAE7		18,387,988		18,193,031		(194,957)		18,193,031		12,426,822		12/31/2009
74957EAF4		38,816,646		38,362,975		(453,671)		38,362,975		30,535,097		12/31/2009
74957VAQ2		22,747,844		22,214,688		(533,156)		22,214,688		17,832,166		12/31/2009
74957XAF2		37,231,074		36,852,426		(378,648)		36,852,426		26,262,639		12/31/2009
749583AH3		10,731,811		10,129,812		(601,999)		10,129,812		4,117,628		12/31/2009
74958AAD6		32,866,792		31,650,698		(1,216,094)		31,650,698		25,854,525		12/31/2009
74958AAH7		29,073,808		27,518,939		(1,554,869)		27,518,939		17,192,658		12/31/2009
74958BAH5		27,755,168		26,705,568		(1,049,600)		26,705,568		17,197,206		12/31/2009
74958EAD8		49,662,273		49,333,700		(328,573)		49,333,700		37,201,145		12/31/2009
75115CAG2		9,239,147		8,856,644		(382,503)		8,856,644		4,622,037		12/31/2009
75971EAF3		467,367		426,479		(40,888)		426,479		249,442		12/31/2009
760985CM1		1,269,068		1,011,624		(257,444)		1,011,624		804,386		12/31/2009
760985SS1		6,542,585		6,519,651		(22,934)		6,519,651		2,957,601		12/31/2009
760985U66		182,646		71,279		(111,367)		71,279		31,872		12/31/2009
76110HHB8		4,318,025		3,800,654		(517,371)		3,800,654		1,572,093		12/31/2009
76110HQT9		1,441,903		1,286,427		(155,476)		1,286,427		541,109		12/31/2009
76110HSH3		3,131,045		2,652,424		(478,621)		2,652,424		583,025		12/31/2009
76110HX53		10,788,610		10,730,777		(57,833)		10,730,777		6,894,858		12/31/2009
76110HX87		24,320,507		23,938,919		(381,588)		23,938,919		15,338,776		12/31/2009
76110WQA7		17,189,799		15,628,688		(1,561,111)		15,628,688		5,701,419		12/31/2009
76110WQU3		4,478,236		2,780,527		(1,697,709)		2,780,527		1,017,879		12/31/2009
76110WRX6		3,720,469		2,952,563		(767,906)		2,952,563		628,962		12/31/2009
76110WXR2		9,699,484		9,369,981		(329,503)		9,369,981		4,053,679		12/31/2009
761118CZ9		11,726,512		11,266,871		(459,641)		11,266,871		4,579,678		12/31/2009
761118PQ5		12,839,852		12,296,584		(543,268)		12,296,584		9,392,704		12/31/2009
76114DAE4		16,600,875		15,340,493		(1,260,382)		15,340,493		12,614,418		12/31/2009
84604CAE7		3,738,299		3,401,918		(336,381)		3,401,918		1,038,660		12/31/2009
86359DPP6		26,065,028		22,653,220		(3,411,808)		22,653,220		7,578,276		12/31/2009
87222PAE3		36,209,915		35,349,968		(859,947)		35,349,968		15,782,436		12/31/2009
87246AAP3		20,502,917		14,536,427		(5,966,490)		14,536,427		2,167,886		12/31/2009
92976UAA8		13,920,295		10,668,447		(3,251,848)		10,668,447		1,820,000		12/31/2009
92977QAP3		13,540,376		8,896,827		(4,643,549)		8,896,827		2,906,604		12/31/2009
92977QAQ1		4,916,523		3,218,603		(1,697,920)		3,218,603		2,611,154		12/31/2009
92978MAN6		25,076,116		21,257,728		(3,818,388)		21,257,728		5,553,925		12/31/2009
92978MAT3		4,232,886		1,366,517		(2,866,369)		1,366,517		1,044,924		12/31/2009
92978QAJ6		41,868,287		34,756,308		(7,111,979)		34,756,308		17,803,755		12/31/2009
92978QAN7		1,054,106		588,222		(465,884)		588,222		1,852,940		12/31/2009
92978QAP2		1,006,290		586,700		(419,590)		586,700		1,681,690		12/31/2009
92978QAR8		2,428,623		2,009,686		(418,937)		2,009,686		3,686,283		12/31/2009
92978TAL5		23,643,133		22,488,549		(1,154,584)		22,488,549		8,652,630		12/31/2009
92978TAM3		7,091,481		5,731,599		(1,359,882)		5,731,599		7,777,740		12/31/2009


		233		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
939344AN7	$	7,558,129	$	—	²	$	(1,492,699)	$	6,065,430	$	6,065,430		12/31/2009
94980KAQ5		891,257		697,126			(194,131)		697,126		605,375		12/31/2009
94980SAS4		37,892,867		37,298,560			(594,307)		37,298,560		19,209,448		12/31/2009
94980SBJ3		19,025,324		18,852,599			(172,725)		18,852,599		9,434,204		12/31/2009
949837AF5		69,395,783		69,077,308			(318,475)		69,077,308		37,135,283		12/31/2009
949837BE7		20,118,623		19,943,534			(175,089)		19,943,534		14,029,989		12/31/2009
949837BK3		8,651,946		8,601,312			(50,634)		8,601,312		6,121,859		12/31/2009
949837CC0		26,170,357		25,669,010			(501,347)		25,669,010		17,713,389		12/31/2009
94983BAP4		15,664,980		15,471,918			(193,062)		15,471,918		11,295,344		12/31/2009
94984AAR1		29,306,329		29,299,321			(7,008)		29,299,321		14,513,796		12/31/2009
94984FAR0		35,392,208		35,362,908			(29,300)		35,362,908		25,486,630		12/31/2009
94984XAB6		9,930,589		9,542,007			(388,582)		9,542,007		4,478,081		12/31/2009
94984XAD2		8,215,869		7,891,136			(324,733)		7,891,136		3,736,617		12/31/2009
94984XAM2		12,527,390		12,047,711			(479,679)		12,047,711		6,848,925		12/31/2009
94985JAB6		49,089,904		48,927,100			(162,804)		48,927,100		27,457,860		12/31/2009
94985JBR0		30,201,956		29,492,146			(709,810)		29,492,146		11,724,021		12/31/2009
94985JCA6		30,000,000		28,972,050			(1,027,950)		28,972,050		23,547,594		12/31/2009
94985LAD7		15,416,713		15,332,698			(84,015)		15,332,698		10,789,988		12/31/2009
94985RAP7		63,260,667		61,811,840			(1,448,827)		61,811,840		41,620,166		12/31/2009
94985WAP6		24,098,090		23,541,749			(556,341)		23,541,749		18,898,058		12/31/2009
94985WAQ4		71,553,189		70,433,050			(1,120,139)		70,433,050		28,405,225		12/31/2009
94985WBL4		37,767,886		37,226,500			(541,386)		37,226,500		25,982,515		12/31/2009
94986AAC2		113,043,780		111,243,241			(1,800,539)		111,243,241		79,103,383		12/31/2009
126670QT8		4,999,957		3,628,335			(1,371,622)		3,628,335		1,948,947		9/30/2009
126670QU5		19,998,914		12,696,540			(7,302,374)		12,696,540		7,020,652		9/30/2009
251511AC5		18,175,550		14,861,707			(3,313,843)		14,861,707		8,959,648		9/30/2009
33848JAC9		9,112,868		6,923,454			(2,189,414)		6,923,454		6,366,877		9/30/2009
3622ECAK2		20,941,477		18,788,252			(2,153,225)		18,788,252		11,474,209		9/30/2009
3622ELAD8		50,223,381		44,199,500			(6,023,881)		44,199,500		26,566,545		9/30/2009
362334NC4		17,932,324		14,708,014			(3,224,310)		14,708,014		8,351,942		9/30/2009
362375AD9		19,344,302		15,288,032			(4,056,270)		15,288,032		10,719,528		9/30/2009
395386AP0		16,986,719		14,017,799			(2,968,920)		14,017,799		11,738,682		9/30/2009
525221CM7		28,026,636		24,254,757			(3,771,879)		24,254,757		7,226,630		9/30/2009
525221JW8		44,542,371		42,492,282			(2,050,089)		42,492,282		25,949,093		9/30/2009
52523KAH7		14,909,635		11,956,832			(2,952,803)		11,956,832		8,970,537		9/30/2009
61750YAF6		39,999,988		33,373,686			(6,626,302)		33,373,686		18,338,272		9/30/2009
61752JAF7		14,943,281		12,681,357			(2,261,924)		12,681,357		8,250,000		9/30/2009
74040KAC6		4,810,269		—	²		(515,386)		4,294,883		4,294,883		9/30/2009
87222PAE3		39,983,008		36,209,916			(3,773,092)		36,209,916		16,649,220		9/30/2009
03702YAC4		2,162,800		—	²		(432,560)		1,730,240		1,730,240		9/30/2009
05947UJV1		312,746		—	²		(90,811)		221,935		221,935		9/30/2009
05947UWA2		1,738,023		767,441			(970,582)		767,441		212,822		9/30/2009
05947UWB0		791,256		131,202			(660,054)		131,202		100,361		9/30/2009
05950EAP3		4,884,794		1,370,873			(3,513,921)		1,370,873		715,945		9/30/2009
059511AM7		5,904,407		3,154,584			(2,749,823)		3,154,584		750,192		9/30/2009
059511AS4		6,726,167		1,707,661			(5,018,506)		1,707,661		855,021		9/30/2009


TIAA-CREF Investment Horizon Annuity Prospectus		234

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
059511AU9	$	9,752,428	$	2,073,166	$	(7,679,262)	$	2,073,166	$	1,137,750		9/30/2009
07387BEQ2		7,985,888		6,510,227		(1,475,661)		6,510,227		1,649,017		9/30/2009
07388VAL2		18,797,504		11,722,177		(7,075,327)		11,722,177		2,502,987		9/30/2009
07388YBA9		10,701,132		3,390,725		(7,310,407)		3,390,725		770,000		9/30/2009
07401DAN1		9,459,397		2,892,020		(6,567,377)		2,892,020		861,453		9/30/2009
19075CAK9		15,052,911		10,989,000		(4,063,911)		10,989,000		2,273,985		9/30/2009
19075CAL7		14,220,451		4,095,130		(10,125,321)		4,095,130		1,907,778		9/30/2009
19075CAM5		5,017,824		1,088,000		(3,929,824)		1,088,000		450,000		9/30/2009
19075CAN3		5,017,830		842,000		(4,175,830)		842,000		400,000		9/30/2009
19075CAS2		30,351,166		3,735,010		(26,616,156)		3,735,010		2,419,440		9/30/2009
20047EAP7		10,886,649		3,667,140		(7,219,509)		3,667,140		720,850		9/30/2009
22544QAM1		25,959,195		19,198,558		(6,760,637)		19,198,558		2,598,478		9/30/2009
22544QAN9		13,672,024		3,673,346		(9,998,678)		3,673,346		1,221,097		9/30/2009
22544QAP4		4,970,573		1,387,115		(3,583,458)		1,387,115		715,966		9/30/2009
225470H22		3,888,986		970,505		(2,918,481)		970,505		240,000		9/30/2009
362332AT5		15,051,925		8,451,781		(6,600,144)		8,451,781		2,285,175		9/30/2009
36828QSL1		2,972,198		1,764,915		(1,207,283)		1,764,915		611,917		9/30/2009
396789KF5		5,378,625		4,506,021		(872,604)		4,506,021		1,194,307		9/30/2009
46614KAB2		9,657,805		2,800,420		(6,857,385)		2,800,420		500,000		9/30/2009
46629YAM1		20,070,948		16,337,536		(3,733,412)		16,337,536		3,476,200		9/30/2009
46630JAS8		10,035,389		2,912,412		(7,122,977)		2,912,412		1,108,700		9/30/2009
46632HAR2		4,028,186		2,987,063		(1,041,123)		2,987,063		657,928		9/30/2009
50180CAM2		11,464,618		2,607,049		(8,857,569)		2,607,049		1,573,335		9/30/2009
55312TAJ2		9,036,266		4,409,675		(4,626,591)		4,409,675		1,432,692		9/30/2009
55312TAK9		24,178,234		5,855,254		(18,322,980)		5,855,254		2,631,250		9/30/2009
55312TAR4		701,767		692,323		(9,444)		692,323		849,940		9/30/2009
55312YAJ1		15,059,261		3,720,260		(11,339,001)		3,720,260		3,310,965		9/30/2009
55312YAK8		8,031,810		1,238,428		(6,793,382)		1,238,428		1,521,368		9/30/2009
55312YAL6		10,039,591		1,036,649		(9,002,942)		1,036,649		1,268,330		9/30/2009
55312YAS1		10,039,851		682,106		(9,357,745)		682,106		1,273,890		9/30/2009
55312YAT9		2,141,339		1,234,413		(906,926)		1,234,413		1,800,000		9/30/2009
59023BAL8		4,930,792		4,713,154		(217,638)		4,713,154		604,725		9/30/2009
60687VAM7		5,018,438		1,011,356		(4,007,082)		1,011,356		581,350		9/30/2009
60688BAM0		8,279,911		5,814,544		(2,465,367)		5,814,544		2,036,952		9/30/2009
60688BAS7		9,910,681		2,980,912		(6,929,769)		2,980,912		2,100,637		9/30/2009
61745MU68		3,909,052		2,521,714		(1,387,338)		2,521,714		949,776		9/30/2009
61746WE63		5,393,259		4,810,580		(582,679)		4,810,580		1,369,482		9/30/2009
61749MAE9		3,953,068		649,935		(3,303,133)		649,935		783,732		9/30/2009
61750CAS6		9,000,000		5,734,363		(3,265,637)		5,734,363		1,779,777		9/30/2009
61751NAQ5		4,014,486		2,487,197		(1,527,289)		2,487,197		496,676		9/30/2009
61753JAL3		10,039,489		1,923,248		(8,116,241)		1,923,248		1,497,480		9/30/2009
61754KAP0		16,333,731		13,409,091		(2,924,640)		13,409,091		1,823,465		9/30/2009
74438WAN6		2,435,634		1,816,058		(619,576)		1,816,058		483,756		9/30/2009
92978QAJ6		44,853,705		41,898,576		(2,955,129)		41,898,576		23,143,606		9/30/2009
92978QAN7		10,035,032		1,054,620		(8,980,412)		1,054,620		1,308,000		9/30/2009
92978QAP2		10,035,430		1,006,809		(9,028,621)		1,006,809		1,227,540		9/30/2009


		235		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
92978QAR8	$	33,913,365	$	2,428,623		$	(31,484,742)	$	2,428,623	$	2,703,520		9/30/2009
92978QAT4		2,207,457		(307,191)			(2,514,648)		(307,191)		1,400,000		9/30/2009
92978TAL5		30,104,829		23,644,657			(6,460,172)		23,644,657		5,013,420		9/30/2009
92978TAM3		30,106,380		7,091,481			(23,014,899)		7,091,481		4,660,680		9/30/2009
02151CBD7		30,078,496		28,536,105			(1,542,391)		28,536,105		22,051,302		9/30/2009
12566XAG3		17,348,888		15,725,340			(1,623,548)		15,725,340		6,953,865		9/30/2009
02147QAE2		49,228,610		45,152,500			(4,076,110)		45,152,500		36,433,950		9/30/2009
12544RAL2		9,625,351		8,883,000			(742,351)		8,883,000		5,950,703		9/30/2009
12566XAE8		36,726,158		34,342,512			(2,383,646)		34,342,512		23,452,904		9/30/2009
16165TBJ1		11,550,415		10,448,900			(1,101,515)		10,448,900		6,535,688		9/30/2009
46627MAC1		11,998,763		11,109,835			(888,928)		11,109,835		5,856,448		9/30/2009
362334ME1		30,218,777		—	²		(12,195,320)		18,023,457		18,023,457		6/30/2009
61749EAE7		25,483,761		—	²		(16,778,706)		8,705,055		8,705,055		6/30/2009
643529AD2		15,955,720		—	²		(8,979,720)		6,976,000		6,976,000		6/30/2009
74040KAC6		5,669,246		—	²		(858,977)		4,810,269		4,810,269		6/30/2009
939344AN7		6,948,092		—	²		(1,155,092)		5,793,000		5,793,000		6/30/2009
46630AAG3		3,008,127		—	²		(2,599,827)		408,300		408,300		6/30/2009
46630AAC2		3,509,499		—	²		(2,982,749)		526,750		526,750		6/30/2009
46630JAU3		20,074,125		—	²		(17,918,125)		2,156,000		2,156,000		6/30/2009
50179AAN7		5,511,632		—	²		(4,650,800)		860,832		860,832		6/30/2009
362332AV0		20,707,546		—	²		(18,846,146)		1,861,400		1,861,400		6/30/2009
50179AAS6		7,520,314		—	²		(6,537,495)		982,819		982,819		6/30/2009
50179AAM9		4,015,625		—	²		(3,284,425)		731,200		731,200		6/30/2009
07388YBE1		6,678,995		—	²		(6,104,995)		574,000		574,000		6/30/2009
07388YBC5		6,807,716		—	²		(6,205,016)		602,700		602,700		6/30/2009
05947UJT6		1,000,436		—	²		(743,026)		257,410		257,410		6/30/2009
61751NAR3		4,002,195		—	²		(3,660,595)		341,600		341,600		6/30/2009
92978MAT3		5,464,600		—	²		(4,860,639)		603,961		603,961		6/30/2009
92977QAQ1		13,034,405		—	²		(11,980,105)		1,054,300		1,054,300		6/30/2009
61754JAN8		2,787,584		—	²		(2,427,884)		359,700		359,700		6/30/2009
61753JAN9		7,376,067		—	²		(6,286,655)		1,089,412		1,089,412		6/30/2009
61753JAM1		10,040,730		—	²		(8,673,730)		1,367,000		1,367,000		6/30/2009
50180JAL9		7,028,178		—	²		(5,882,278)		1,145,900		1,145,900		6/30/2009
61749MAF6		2,933,947		—	²		(2,552,647)		381,300		381,300		6/30/2009
61746WE89		934,072		—	²		(703,548)		230,524		230,524		6/30/2009
61746WE71		2,038,212		—	²		(1,558,205)		480,007		480,007		6/30/2009
59023BAM6		5,888,700		—	²		(4,806,900)		1,081,800		1,081,800		6/30/2009
59022HEC2		6,984,225		—	²		(5,699,025)		1,285,200		1,285,200		6/30/2009
50180JAM7		17,068,049		—	²		(14,611,549)		2,456,500		2,456,500		6/30/2009
59022HED0		2,244,466		—	²		(1,953,125)		291,341		291,341		6/30/2009
52108RCK6		13,624,490		—	²		(12,692,065)		932,425		932,425		6/30/2009
50180JAR6		12,048,727		—	²		(10,654,327)		1,394,400		1,394,400		6/30/2009
251510CY7		9,287,032		—	²		(7,029,696)		2,257,336		2,257,336		6/30/2009
52521RAS0		3,173,730		—	²		(1,672,517)		1,501,213		1,501,213		6/30/2009
02149HAK6		27,458,769		—	²		(13,202,360)		14,256,409		14,256,409		6/30/2009
75115CAG2		10,160,350		—	²		(5,511,758)		4,648,592		4,648,592		6/30/2009


TIAA-CREF Investment Horizon Annuity Prospectus		236

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
126378AG3	$	16,952,099	$	—	²	$	(8,331,528)	$	8,620,571	$	8,620,571		3/31/2009
126378AH1		18,332,132		—	²		(8,896,772)		9,435,360		9,435,360		3/31/2009
46628SAG8		28,479,557		—	²		(15,739,186)		12,740,371		12,740,371		3/31/2009
589929JS8		3,614,074		—	²		(977,614)		2,636,460		2,636,460		3/31/2009
61749WAH0		8,348,064		—	²		(3,723,256)		4,624,808		4,624,808		3/31/2009
61749WAJ6		4,840,214		—	²		(2,064,598)		2,775,616		2,775,616		3/31/2009
74040KAC6		6,735,434		—	²		(1,066,188)		5,669,246		5,669,246		3/31/2009
84604CAE7		4,395,157		—	²		(2,954,291)		1,440,866		1,440,866		3/31/2009
939344AN7		7,049,401		—	²		(101,309)		6,948,092		6,948,092		3/31/2009
03702YAC4		4,325,600		—	²		(2,162,800)		2,162,800		2,162,800		3/31/2009
190749AN1		5,165,844		—	²		(4,674,925)		490,919		490,919		3/31/2009
22544QAQ2		14,679,428		—	²		(13,730,058)		949,370		949,370		3/31/2009
22545DAL1		18,978,397		—	²		(17,449,489)		1,528,908		1,528,908		3/31/2009
46629YAQ2		5,060,345		—	²		(4,730,706)		329,639		329,639		3/31/2009
46630JAW9		20,076,375		—	²		(18,747,505)		1,328,870		1,328,870		3/31/2009
55312TAQ6		1,243,450		—	²		(615,776)		627,674		627,674		3/31/2009
55312TAR4		1,246,413		—	²		(544,645)		701,768		701,768		3/31/2009
59023BAN4		6,816,310		—	²		(5,908,928)		907,382		907,382		3/31/2009
05949AA67		7,180,337		—	²		(4,018,514)		3,161,823		3,161,823		3/31/2009
05949AA75		831,546		—	²		(270,990)		560,556		560,556		3/31/2009
12667FR98		9,441,206		—	²		(3,893,272)		5,547,934		5,547,934		3/31/2009
12669DN87		2,733,589		—	²		(1,410,077)		1,323,512		1,323,512		3/31/2009
251510ET6		12,727,050		—	²		(11,016,684)		1,710,366		1,710,366		3/31/2009
79548KJH2		51,335		—	²		(23,450)		27,885		27,885		3/31/2009
79548KJJ8		53,540		—	²		(21,307)		32,233		32,233		3/31/2009
79548KJK5		28,691		—	²		(12,508)		16,183		16,183		3/31/2009
02148FAW5		32,011,265		—	²		(13,311,789)		18,699,476		18,699,476		3/31/2009
76114DAE4		18,470,379		—	²		(12,205,478)		6,264,901		6,264,901		3/31/2009
76114DAE4		7,280,863		—	²		(2,325,579)		4,955,284		4,955,284		12/31/2008
02148YAD6		24,448,782		—	²		(10,894,044)		13,554,738		13,554,738		12/31/2008
028909AC3		1,459,724		—	²		(481,866)		977,858		977,858		12/31/2008
03702YAC4		7,278,038		—	²		(2,952,438)		4,325,600		4,325,600		12/31/2008
05947UJV1		884,711		—	²		(566,669)		318,042		318,042		12/31/2008
05947UWC8		724,284		—	²		(637,873)		86,411		86,411		12/31/2008
05947UWD6		917,748		—	²		(838,199)		79,549		79,549		12/31/2008
05949AA75		2,375,256		—	²		(1,542,097)		833,159		833,159		12/31/2008
05949AM23		5,328,628		—	²		(3,347,549)		1,981,079		1,981,079		12/31/2008
05949AM31		1,618,515		—	²		(1,265,231)		353,284		353,284		12/31/2008
073945AS6		1,754,077		—	²		(1,498,173)		255,904		255,904		12/31/2008
12669EWZ5		4,405,837		—	²		(2,024,744)		2,381,093		2,381,093		12/31/2008
17310MAS9		4,015,015		—	²		(3,485,815)		529,200		529,200		12/31/2008
20173MAQ3		4,869,808		—	²		(4,234,308)		635,500		635,500		12/31/2008
21075WCJ2		1,407,861		—	²		(377,699)		1,030,162		1,030,162		12/31/2008
22540VHN5		2,463,713		—	²		(1,124,977)		1,338,736		1,338,736		12/31/2008
22545XAP8		33,792,994		—	²		(29,365,135)		4,427,859		4,427,859		12/31/2008
294751DY5		1,586,038		—	²		(894,024)		692,014		692,014		12/31/2008


		237		TIAA-CREF Investment Horizon Annuity Prospectus

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
294751FC1	$	2,299,916	$	—	²	$	(1,875,560)	$	424,356	$	424,356		12/31/2008
36228CDP5		750,894		—	²		(532,759)		218,135		218,135		12/31/2008
3622ECAH9		9,815,000		—	²		(6,403,699)		3,411,301		3,411,301		12/31/2008
38500XAM4		3,263,688		—	²		(2,878,688)		385,000		385,000		12/31/2008
46412QAD9		6,997,504		—	²		(5,554,244)		1,443,260		1,443,260		12/31/2008
46625M2W8		1,708,545		—	²		(1,550,593)		157,952		157,952		12/31/2008
46625M2Y4		596,284		—	²		(442,858)		153,426		153,426		12/31/2008
50180CAV2		6,024,175		—	²		(5,211,175)		813,000		813,000		12/31/2008
50180CAW0		7,183,387		—	²		(6,315,658)		867,729		867,729		12/31/2008
55312TAQ6		3,817,868		—	²		(2,574,418)		1,243,450		1,243,450		12/31/2008
55312TAR4		3,616,402		—	²		(2,369,989)		1,246,413		1,246,413		12/31/2008
55312YAT9		20,004,831		—	²		(17,949,031)		2,055,800		2,055,800		12/31/2008
589929JS8		4,196,584		—	²		(460,813)		3,735,771		3,735,771		12/31/2008
60687VAN5		3,276,152		—	²		(2,857,652)		418,500		418,500		12/31/2008
61746WE97		982,114		—	²		(622,238)		359,876		359,876		12/31/2008
61746WF21		198,149		—	²		(108,779)		89,370		89,370		12/31/2008
61749MAG4		2,463,365		—	²		(2,174,584)		288,781		288,781		12/31/2008
70556RAD3		41,824,931		—	²		(16,186,786)		25,638,145		25,638,145		12/31/2008
74040KAC6		14,387,860		—	²		(7,644,893)		6,742,967		6,742,967		12/31/2008
74924PAJ1		1,071,735		—	²		(577,030)		494,705		494,705		12/31/2008
760985U58		380,419		—	²		(70,655)		309,764		309,764		12/31/2008
760985U66		166,134		—	²		(69,050)		97,084		97,084		12/31/2008
76110HQT9		2,966,509		—	²		(1,968,981)		997,528		997,528		12/31/2008
76110VLD8		2,354,852		—	²		(467,251)		1,887,601		1,887,601		12/31/2008
76110VPJ1		2,462,808		—	²		(780,464)		1,682,344		1,682,344		12/31/2008
76110VPU6		1,428,428		—	²		(659,001)		769,427		769,427		12/31/2008
76110VTQ1		6,999,985		—	²		(6,060,515)		939,470		939,470		12/31/2008
76110WRX6		4,096,799		—	²		(1,412,549)		2,684,250		2,684,250		12/31/2008
76110WVT0		1,123,116		—	²		(565,567)		557,549		557,549		12/31/2008
76113GAC2		4,756,743		—	²		(4,437,090)		319,653		319,653		12/31/2008
92978QAT4		20,021,630		—	²		(17,893,630)		2,128,000		2,128,000		12/31/2008
939344AN7		10,000,000		—	²		(3,054,200)		6,945,800		6,945,800		12/31/2008
93934DAQ0		87,351		—	²		(51,823)		35,528		35,528		12/31/2008
94980KAQ5		1,103,943		—	²		(643,629)		460,314		460,314		12/31/2008
004421RV7		9,463,168		7,747,697	¹		(1,715,471)		7,747,697		7,003,715		9/30/2008
03702YAC4		21,627,908		—	²		(14,058,108)		7,569,800		7,569,800		9/30/2008
05949AM31		1,873,669		1,656,719	¹		(216,950)		1,656,719		739,839		9/30/2008
55312TAQ6		10,046,558		—	²		(6,083,638)		3,962,920		3,962,920		9/30/2008
55312TAR4		11,893,403		—	²		(8,099,902)		3,793,501		3,793,501		9/30/2008
589929JS8		5,505,188		—	²		(694,732)		4,810,456		4,810,456		9/30/2008
74040KAC6		15,328,440		—	²		(940,580)		14,387,860		14,387,860		9/30/2008
316781AA1		14,996,100		—	²		(8,432,550)		6,563,550		6,563,550		9/30/2008
67088CAA5		20,000,000		—	²		(17,500,000)		2,500,000		2,500,000		9/30/2008
004421RV7		13,293,979		10,420,391	¹		(2,873,588)		10,420,391		8,677,457		9/30/2008
05947UJV1		1,613,758		1,063,032	¹		(550,726)		1,063,032		2,510,921		9/30/2008
74040KAC6		16,983,047		—	²		(834,284)		16,148,763		16,148,763		9/30/2008


TIAA-CREF Investment Horizon Annuity Prospectus		238

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS – (continued)


CUSIP	Book/Adj. Carrying Value Amortized Cost Before Current Period OTTI		Present Value of Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other-Than- Temporary Impairment		Fair Value as of Impairment Date		Date of Financial Statement Where Reported
46625M2Y4	$	1,434,849	$	674,165	¹		$(760,684)	$	674,165	$	727,135		3/31/2008
61746WE97		1,687,099		1,085,336	¹		(601,763)		1,085,336		1,710,037		3/31/2008
61746WF21		659,501		249,760	¹		(409,741)		249,760		545,244		3/31/2008
68400XBL3		557,541		280,704	¹		(276,837)		280,704		426,874		3/31/2008
760985U66		867,188		—	²		(536,924)		330,264		330,264		12/31/2007
363259AA0		15,000,000		—	²		(4,800,000)		10,200,000		10,200,000		12/31/2007
61746WF21		771,351		676,705	¹		(94,646)		676,705		556,580		12/31/2007
760985U58		2,813,940		911,116	¹		(1,902,824)		911,116		2,421,305		12/31/2007
76110WRX6		5,900,848		4,987,584	¹		(913,264)		4,987,584		4,149,159		12/31/2007
652454BB4		10,000,000		—	²		(1,500,000)		8,500,000		8,500,000		9/30/2007
652454BC2		5,000,000		—	²		(850,000)		4,150,000		4,150,000		9/30/2007
52518RBE5		1,322,892		—	²		(333,510)		989,382		989,382		6/30/2006
74681@AK5		4,500,000		—	²		(2,487,421)		2,012,579		2,012,579		9/30/2003
Total							(2,809,307,433)

¹	Impairment based on undiscounted cash flows.

²	Impairment based on Fair Value.

*	Securities identified as having a net present value of $0.


		239		TIAA-CREF Investment Horizon Annuity Prospectus

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.*

The expenses for the issuance and distribution of the Contracts, other than any underwriting discounts and commissions, are as follows:


Securities and Exchange Commission Registration Fees	$	0.00
Printing and engraving		25,000.00
Accounting fees and expenses		5,000.00
Legal fees and expenses		10,000.00
Miscellaneous		5,000.00

TOTAL EXPENSES	$	45,000.00

*	Estimated.

Item 14. Indemnification of Directors and Officers.

The TIAA-CREF Life Insurance Company bylaws provide that the TIAA-CREF Life Insurance Company will indemnify, in the manner and to the fullest extent permitted by law, each person made or threatened to be made a party to any action, suit or proceeding, whether or not by or in the right of the TIAA-CREF Life Insurance Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she or his or her testator or intestate is or was a director, officer or employee of the TIAA-CREF Life Insurance Company, or is or was serving at the request of the TIAA-CREF Life Insurance Company as director, officer or employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if such director, officer or employee acted, in good faith, for a purpose that he reasonably believed to be in, or in the case of service for any other corporation or any partnership, joint venture trust, employee benefit plan or other enterprise, not opposed to, the best interests of the TIAA-CREF Life Insurance Company and in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. To the fullest extent permitted by law such indemnification shall include judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees. No payment of indemnification, advance or allowance under the foregoing provisions shall be made unless a notice shall have been filed with the Superintendent of Insurance of the State of New York not less than thirty days prior to such payment specifying the persons to be paid, the amounts to be paid, the manner in which payment is authorized and the nature and status, at the time of such notice, of the litigation or threatened litigation.

Item 15. Recent Sales of Unregistered Securities

None.


TIAA-CREF Investment Horizon Annuity Prospectus		240

Item 16. Exhibits.


(1)	(A)	Principal Underwriter Distribution Agreement for the TIAA-CREF Life Insurance Company Unit Investment Trust Separate Accounts⁵
	(B)	Cash Disbursement and Reimbursement Agreement for the TIAA-CREF Life Insurance Company Unit Investment Trust Separate Accounts⁵

(2)		None

(3)	(A)	Charter of TIAA-CREF Life Insurance Company¹
	(B)	Bylaws of TIAA-CREF Life Insurance Company²

(4)	(A)	TIAA-CREF Investment Horizon Annuity Contract³
	(B)	TIAA-CREF Investment Horizon Annuity Application²

(5)		Legality Opinion and Consent of Meredith Kornreich, Esquire*

(10)	(A)	Investment Management Agreement dated December 10, 1996, by and between Teachers Insurance and Annuity Association of America and TIAA Life Insurance Company²
	(B)	Amended and Restated Service Agreement by and between Teachers Insurance and Annuity Association of America and TIAA-CREF Life Insurance Company dated as of January 1, 1999²
	(C)	Financial Support Agreement between Teachers Insurance and Annuity Association of America on behalf of TIAA-CREF Life Insurance Company dated November 2, 1998²
	(D)	Tax Allocation Agreement dated January 1, 1998 by and among TIAA Board of Overseers, Teachers Insurance and Annuity Association of America and the direct and indirect subsidiaries of TIAA listed on Schedule A to the Agreement²
	(E)	Master Independent Contractor Agreement between Teachers Insurance and Annuity Association of America and McCamish Systems, L.L.C. dated March 4, 2005²

(14)		TIAA-CREF Life Insurance Company Code of Ethics for Senior Financial Officers⁴

(21)		Subsidiaries of TIAA-CREF Life Insurance Company⁴

(23)	(A)	Consents of PricewaterhouseCoopers LLP*

(24)	(A)	Powers of Attorney*

*	Filed Herewith

¹	Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed December 9, 1998 (File No. 333-61761).

²	Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 13, 2008 (File No. 333-149714).

³	Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, filed July 18, 2008 (File No. 333-149714).

⁴	Incorporated by reference to the Post-Effective Amendment No. 3 to the Registration Statement on Form S-1, filed on December 22, 2010 (File No. 333-149714).

⁵	Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-4, filed on April 19, 2012 (File Nos. 333-145064 and 811-08963).

⁶	Incorporated by reference to the Registration Statement on Form N-6, filed on October 25, 2012 (File Nos. 333-183060 and 811-22659).


		241		TIAA-CREF Investment Horizon Annuity Prospectus

Item 17. Undertakings.

(A)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


TIAA-CREF Investment Horizon Annuity Prospectus		242

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(B) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


		243		TIAA-CREF Investment Horizon Annuity Prospectus

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, TIAA-CREF Life Insurance Company has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Charlotte, and State of North Carolina on the 24^th day of April, 2013.


TIAA-CREF LIFE INSURANCE COMPANY

By:		*
		David M. Anderson President and Chief Executive Officer


TIAA-CREF Investment Horizon Annuity Prospectus		244

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on April 24, 2013, in the capacities indicated.



* David M. Anderson		President and Chief Executive Officer

* Linda S. Dougherty		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

* David M. Anderson		Director, Chairman

* Kathie Andrade		Director

* Elizabeth D. Black		Director

* Matthew Halperin		Director

* Nancy Heller		Director

* Eric T. Jones		Director

* Matthew Kurzweil		Director


* Russell Noles		Director

* Ronald R. Pressman		Director

* Martin Snow		Director

*	Signed by Kenneth W. Reitz, Esq. as attorney-in-fact pursuant to a Power of Attorney effective: April 19, 2013

/S/ KENNETH W. REITZ

Kenneth W. Reitz, Esq.

Attorney-in-fact


		245		TIAA-CREF Investment Horizon Annuity Prospectus

EXHIBIT INDEX



(5)		Legality Opinion and Consent of Meredith Kornreich, Esquire

(23)(A)		Consents of PricewaterhouseCoopers LLP

(24)(A)		Powers of Attorney


TIAA-CREF Investment Horizon Annuity Prospectus		246

TIAA-CREF Life Insurance S-1/AIPO registration (amended)